Common use of Issuance of Convertible Securities Clause in Contracts

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissuance or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exerciseissuable” shall be equal to determined by dividing (i) the sum of (1) the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance or sale of such Convertible Securities, plus (2) the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)5, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B4.1(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B)4.1, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Market Price in effect immediately prior to of the Common Stock determined as of such issuancetime, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(e)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(e), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If In the event the Company in shall, at any manner issues time or sells from time to time after the date hereof, issue, sell or otherwise distribute (including by assumption) any Convertible Securities (other than shares upon the exercise of any Option), whether or options issued not the rights to convert or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) exchange such Convertible Securities are immediately exercisable, and the lowest price per share for at which one share of Common Stock is issuable upon the conversion or exchange of such conversionConvertible Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale or distribution of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to such issuance, then such current market price per share of Common Stock on the date of such issuance, sale or distribution, then, for the purposes of paragraph (b) above, the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance, sale or distribution of such Convertible Securities and thereafter shall be deemed to be outstanding and the Company shall be deemed to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for received as consideration such price per share, determined as provided above, therefor. For the purposes of this Section 3(c)(iii)(B)Except as otherwise provided in paragraphs (j) and (k) below, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no additional adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up Company's stock option plans described in Schedule 3.2 to the Incentive Plan Limit) Securities Purchase Agreement), and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (i) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (ii) the total maximum number of Shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then each such share of Common Stock underlying such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(d)(i)(B), the “"lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” " shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Company to the Holder thereof with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B2(d)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then each such share of Common Stock underlying such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(f)(i)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B2(f)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(e)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise” thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(e), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B9(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exchange exercise or exerciseexchange” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company Corporation with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Corporation with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B9(a), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (Securities, other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) in connection with any Exempt Issuance, and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(b), no further adjustment of the Conversion Exercise Price shares shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case the Company Corporation shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (i) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange or exercise thereof is less than thereof, by (ii) the Conversion Price in effect immediately prior to such issuance, then such share total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than 95% of the Market Price, determined as of the date of such issue or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Except as otherwise provided in Section 3(c)(iii)(B4.4(c), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no adjustment of the Conversion Price shall be made upon the actual issuance issue of such Common Stock stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had have been made or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)4.4, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Series A Conversion Price and/or the Series B/B-1 Conversion Price, as the case may be, in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (1) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (2) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Series A Conversion Price and/or the Series B/B-1 Conversion Price, as the case may be, shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Series A Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.and/or

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up Company's stock option plans described in Schedule 3.2 to the Incentive Plan Limit) Securities Purchase Agreement), and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (i) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (ii) the total maximum number of Shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company or any Subsidiary in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share Unit for which one share of Common Stock is membership interests having Points are issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect Fair Market Value of such Units immediately prior to such issuanceissuance or sale, then for purposes of the definitions of the terms “Dilution Factor” and “Dilutive Event” the total number of Units issuable upon conversion or exchange of such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per shareUnit. For the purposes of this Section 3(c)(iii)(B5.7(b), the “lowest price per share Unit for which one share of Common Stock is issuable upon such conversion, exchange or exercisemembership interests having Points are issuable” shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance issue or sale of such Convertible Securities, plus the Convertible Security and aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, by (B) the total number of Units represented by the membership interests issuable upon the conversion or exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price Dilution Factor shall be made when membership interests are actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which Option, then no adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price Dilution Factor shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If on or after the Commencement Date the Company in any manner issues issues, grants or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) Security and the lowest price per share for which one a share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Purchase Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding for purposes of determining the Common Stock Deemed Outstanding and to have been issued and sold by the Company at the such time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B4.1(ii), the “lowest "price per share for which one a share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to the sum of the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance issuance, grant or sale of the Convertible Security and upon plus the conversion, amount of consideration (if any) that would be received by the Company with respect to the conversion or exchange or exercise of such Convertible Security in full, all divided by the total number of shares of Common Stock issuable upon conversion or exchange of the Convertible Security. No further adjustment of the Conversion Purchase Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such any Convertible SecuritiesSecurity, and if any such issue or sale of such Convertible Securities Security is made upon exercise of any options Options for which adjustment adjustments of the Conversion Purchase Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B)4, no further adjustment of the Conversion Purchase Price shall be made under this Section 4.1(ii) by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of (1) Common Stock Share is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2A.7(b)(ii), the “lowest price per share for which one share of (1) Common Stock Share is issuable upon such the conversion, exchange exercise or exerciseexchange” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of (1) Common Stock Share upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one (1) Common Share upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock Shares upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Note has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B2A.7(b), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan LimitConvertible Securities that are Excluded Securities) and the lowest price per share for which one share of Common Stock Share is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B7(a)(ii), the “lowest price per share for which one share of Common Stock Share is issuable upon such conversion, conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company (subject to Section 7(a)(iii) hereof, without giving effect to any adjustments with respect to events that have yet to occur) with respect to any one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock Share upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B7(a), no further adjustment of the Conversion Price shall be made by reason of such issue or sale. Such adjustment shall become effective immediately, except as provided in subsection (d) below, provided, however, that the Conversion Price will be readjusted to the extent that such Convertible Securities are not exchanged for Common Shares on or prior to the time permitted for such exchange.

Issuance of Convertible Securities. If In case the Company shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversionconversion or exchange (determined by dividing: (i) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities; by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion Warrant Price in effect immediately prior to the time of such issuanceissue or sale, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)outstanding, the “lowest price per share for which one share of Common Stock is issuable upon such conversionprovided that: (i) except as otherwise provided in paragraph (c) below, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no adjustment of the Conversion Warrant Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, ; and (ii) if any such issue or sale of such Convertible Securities is made upon exercise of any options Option to purchase any such Convertible Securities for which adjustment adjustments of the Conversion Warrant Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)3, no further adjustment of the Conversion Warrant Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then each such share of Common Stock underlying such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(f)(i)(B), the “"lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” " shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B2(f)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company shall, at any time after the date hereof, in any manner issues issue or sells sell any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price for consideration per share for which one share (determined as provided in this paragraph and in Section 3.4(vi)) hereof less than the Exercise Price then in effect, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, then the total maximum number of shares of Common Stock is issuable upon conversion or exchange of all such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by as of the Company at the time date of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)Securities, the “lowest at a price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of amount determined by dividing (A) the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance or sale of such Convertible Securities, plus the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, exchange or exercise by (B) the total maximum number of such Convertible Security. No further shares of Common Stock deemed to have been so issued; provided, that (1) except as otherwise provided in Section 3.4(iii) hereof, no adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, Securities and (2) if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are Options to be made pursuant to other provisions of this Section 3(c)(iii)(B)purchase any such Convertible Securities, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (i) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to issue or sell) any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise, or exchange thereof or exercise otherwise pursuant to the terms thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance or sale (or the time of sale execution of such agreement to issue or sell, as applicable) of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange thereof or exerciseotherwise pursuant to the terms thereof” shall be equal to determined by dividing (i) the sum of the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise issue of such Convertible Securities, and if plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such issue consideration) payable to the Company upon the conversion or sale exchange of such Convertible Securities is made upon exercise Securities, by (ii) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any options provision contained therein for which a subsequent adjustment of such number) issuable upon the Conversion Price had been conversion or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason exchange of such issue or saleConvertible Securities.

Issuance of Convertible Securities. If the Company in any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, the conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(b)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such conversion, the conversion or exchange or exercise” exercise thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(b), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If Except as otherwise specified herein for issuances pursuant to the CSIA, if the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is at any time issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(b)(i), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange or exercise of such Convertible SecuritySecurity and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is issuable upon conversion, exercise or exchange thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). No Except as contemplated below, no further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In the event the Company in shall, at any manner issues time or sells from time to time after the date hereof, issue, sell or otherwise distribute (including by assumption) any Convertible Securities (other than shares upon the exercise of any Option), whether or options issued not the rights to convert or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) exchange such Convertible Securities are immediately exercisable, and the lowest price per share for at which one share of Common Stock is issuable upon the conversion or exchange of such conversionConvertible Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale or distribution of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion greater of the Exercise Price or the Market Dilution Price in effect immediately prior to such issuance, then such share sale or distribution, then, for the purposes of paragraph (b) above, the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance, sale or distribution of such Convertible Securities and thereafter shall be deemed to be outstanding and the Company shall be deemed to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for received as consideration such price per share, determined as provided above, therefor. For the purposes of this Section 3(c)(iii)(B)Except as otherwise provided in paragraphs (j) and (k) below, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no additional adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(a)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise” thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B2(a), no further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company ---------------------------------- Corporation shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to convert the Incentive Plan up to the Incentive Plan Limit) same are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (i) the total amount received or receivable by the Corporation as consideration for the issuance or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of such issuanceissuance or sale, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale outstanding. Except as otherwise provided in clause (iii) below, no adjustment of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if . If any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Option to purchase any such Convertible Securities for which adjustment adjustments of the such Conversion Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(Bparagraph (d), no further adjustment of the such Conversion Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B2(a), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Issuer in any manner issues or sells sells, or the Issuer publicly announces the issuance or sale of, any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, the conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company Issuer at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B7(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, the conversion or exchange or exerciseexercise thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company Issuer with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Issuer with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B7(a), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(a)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise” thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange or exercise of such Convertible SecuritySecurity less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security (other than ordinary course interest and dividends at reasonable market rates) . No further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B2(a), no further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then each such share of Common Stock underlying such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(d)(i)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Fixed Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Fixed Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B3(d)(i), no further adjustment of the Fixed Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If on or after the Commencement Date the Company in any manner issues issues, grants or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) Security and the lowest price per share for which one a share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than one half of the Conversion Purchase Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding for purposes of determining the Common Stock Deemed Outstanding and to have been issued and sold by the Company at the such time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B4.1(ii), the “lowest "price per share for which one a share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to the sum of the lowest amounts amount of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance issuance, grant or sale of the Convertible Security and upon plus the conversion, amount of consideration (if any) that would be received by the Company with respect to the conversion or exchange or exercise of such Convertible Security in full, all divided by the total number of shares of Common Stock issuable upon conversion or exchange of the Convertible Security. No further adjustment of the Conversion Purchase Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such any Convertible SecuritiesSecurity, and if any such issue or sale of such Convertible Securities Security is made upon exercise of any options Options for which adjustment adjustments of the Conversion Purchase Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B)4, no further adjustment of the Conversion Purchase Price shall be made under this Section 4.1(ii) by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limitnot including Excluded Securities) and the lowest price per share for which one share of Common Stock Share is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per shareShare. For the purposes of this Section 3(c)(iii)(B)3.4.2, the “lowest price per share for which one share of Common Stock Share is issuable upon such the conversion, exchange exercise or exerciseexchange” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange or exercise of such Convertible Security. In the event of the reduction of the conversion, exercise or exchange price of any Convertible Security, the adjustments set forth in this Section 3.4 shall be recomputed, taking into account such lower price. No further adjustment of the Fixed Conversion Price shall be made upon the actual issuance of such Common Stock Share upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Debenture has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B)3.4, no further adjustment of the Fixed Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (Securities, other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) in connection with any Exempt Issuance, and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received paid or receivable payable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange or exercise of such Convertible Security, in each case inclusive of any underwriter or placement or sales agent discount, commission or concession. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(b), no further adjustment of the Conversion Exercise Price shares shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If at any time the Company shall take a record of the Holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is shall be less than the Conversion Current Warrant Price in effect immediately prior to such issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of such issue or sale, then the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the Company shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible SecuritySecurities. No further adjustment of the Conversion Current Warrant Price shall be made under this Section 4.5 upon the issuance of any Convertible Securities which are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such warrants or other rights pursuant to Section 4.4. No further adjustments of the Current Warrant Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest price per share for which one share "PRICE PER SHARE FOR WHICH COMMON STOCK IS ISSUABLE UPON CONVERSION OR EXCHANGE THEREOF" is determined by dividing (A) the result of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to (i) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus (ii) the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversation or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)Paragraph 2B, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (i) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In the event the Company in shall, at any manner issues time or sells from time to time after the date hereof, issue, sell or otherwise distribute (including by assumption) any Convertible Securities (other than shares upon the exercise of any Warrants), whether or options issued not the rights to convert or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) exchange such Convertible Securities are immediately exercisable, and the lowest price per share for at which one share of Common Stock is issuable upon the conversion or exchange of such conversionConvertible Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Company as consideration for the issuance, sale or distribution of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion greater of the Exercise Price or the Market Dilution Price in effect immediately prior to such issuance, then such share sale or distribution, then, for the purposes of paragraph (b) above, the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities shall be deemed to have been issued as of the date of the issuance, sale or distribution of such Convertible Securities and thereafter shall be deemed to be outstanding and the Company shall be deemed to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for received as consideration such price per share, determined as provided above, therefor. For the purposes of this Section 3(c)(iii)(B)Except as otherwise provided in paragraphs (j) and (k) below, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no additional adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case the Company Corporation shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock or Class A Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (i) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock and Class A Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Series C Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the total maximum number of shares of Common Stock or Class A Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)outstanding, the “lowest price per share for which one share of Common Stock is issuable upon such conversionprovided that (a) except as otherwise provided in subparagraph 4D(3) below, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no adjustment of the Series C Conversion Price shall be made upon the actual issuance issue of such Common Stock or Class A Common Stock, as the case maybe, upon conversion, conversion or exchange or exercise of such Convertible Securities, and (b) if any such issue or sale of such Convertible Securities is made upon exercise of any options Option to purchase any such Convertible Securities for which adjustment adjustments of the Series C Conversion Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)subparagraph 4D, no further adjustment of the Series C Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, the conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B10.1.2), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, the conversion or exchange or exerciseexercise thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B)10.1, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share Unit for which one share of Common Stock is Units are issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Current Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of Common Stock Units issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per shareUnit. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share Unit for which one share of Common Stock is issuable upon such conversion, exchange or exercise” Units are issuable" shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance issue or sale of such Convertible Securities, plus the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, by (B) the total maximum number of Common Units issuable upon the conversion or exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Units are actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)SECTION 4.1, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company shall, at any time after the date hereof, in any manner issues issue or sells sell any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price for consideration per share for which one share (determined as provided in this paragraph and in Section 3.4(vi)) hereof less than the Exercise Price then in effect, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, then the total maximum number of shares of Common Stock is issuable upon conversion or exchange of all such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by as of the Company at the time date of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)Securities, the “lowest at a price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of amount determined by dividing (A) the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance or sale of such Convertible Securities, plus the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, exchange or exercise by (B) the total maximum number of such Convertible Security. No further shares of Common Stock deemed to have been so issued; PROVIDED, that (1) except as otherwise provided in Section 3.4(iii) hereof, no adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, Securities and (2) if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are Options to be made pursuant to other provisions of this Section 3(c)(iii)(B)purchase any such Convertible Securities, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If In case at any time after the date hereof the Company shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (i) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion Price Exercise price in effect immediately prior to the time of such issuanceissue or sale, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B; PROVIDED, HOWEVER, that (a) except as otherwise provided in paragraph IB(3), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No no further adjustment of the Conversion Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and (b) if any such issue or sale of such Convertible Securities is made upon exercise of any options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustment adjustments of the Conversion Exercise Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)paragraph IB, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any ---------------------------------- manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” shall be equal to thereof" is determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(Bparagraph 4(c), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B9(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company Corporation with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Corporation with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Price or number of Conversion Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had Preferred Stock has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B9(a), no further adjustment of the Conversion Price or number of Conversion Shares shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)Section, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)SECTION 7, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Market Price in effect immediately prior to of the Common Stock determined as of such issuancetime, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exerciseissuable” shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If Subject to Section 4(e) hereof, in case the Company Corporation shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (A) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)outstanding, the “lowest price per share for which one share of Common Stock is issuable upon such conversionprovided that (x) except as otherwise provided in subparagraph (iii) below, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no adjustment of the Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and (y) if any such issue or sale of such Convertible Securities is made upon exercise of any options Option to purchase any such Convertible Securities for which adjustment adjustments of the Conversion Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B4(d), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any ---------------------------------- manner issues or sells any Convertible Securities (other than shares or options issued or Convertible Securities which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limitare Excluded Securities) and the lowest price per share for which one share of Common Stock Share is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(f)(i)(B), the “"lowest price per share for which one share of Common Stock Share is issuable upon such conversion, exchange or exercise” " shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock Shares upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B3(f)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Series C Conversion Price in effect immediately prior to the time of such issuanceissuance or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exerciseissuable” shall be equal to determined by dividing (A) the sum of (1) the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect to any one share of Common Stock upon Corporation as consideration for the issuance issue or sale of such Convertible Securities, plus (2) the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversionconversion or exchange thereof, by (B) the total maximum number of shares of Common issuable upon the conversion or exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Series C Conversion Price shall be made when Common is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Series C Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)7, no further adjustment of the Conversion Price conversion price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (Securities, other than shares or options issued or Convertible Securities which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) are Excluded Securities, and the lowest price per share for which one share of the Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share shares of the Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(BParagraph 4(f)(i)(B), the “lowest price per share for which one share of the Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (consideration, if any) , received or receivable by the Company with respect to any one share of the Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(BParagraph 4(f)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Series A Conversion Price and/or the Series B Conversion Price, as the case may be, in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (1) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (2) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Series A Conversion Price and/or the Series B Conversion Price, as the case may be, shall be made upon the actual issuance of such when Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.Stock

Issuance of Convertible Securities. If after the Date of Issuance the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limita Permitted Issuance) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price then in effect immediately prior to such issuanceeffect, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercisethereof” shall be equal to is determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance or sale of such Convertible Securities, plus the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2B, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then each such share of Common Stock underlying such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B8(b)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” " shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company Corporation with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Corporation with respect to such one Ordinary Share upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B8(b), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then each such share of Common Stock underlying such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(e)(i)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B3(e)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case the Company shall issue (whether directly or by assumption in any manner issues a merger or sells otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (a) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (b) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if If any such issue or sale of such Convertible Securities is made upon exercise of any options rights to subscribe for or to purchase or any option or warrant to purchase any such Convertible Securities for which adjustment adjustments of the Conversion Exercise Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)paragraph 3C, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale. Except as otherwise provided in paragraph 3C(3), no adjustments of the Exercise Price shall be made upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.

Issuance of Convertible Securities. If the Company in any manner ---------------------------------- issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to issuable" is determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(Bparagraph 8(b), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(f)(i)(B), the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange conversion or exercise” exchange" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B2(f)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 2(f)(i)(B) to the extent that such adjustment is based solely on the fact that such Convertible Securities are convertible into or exchangeable for Common Stock at a price which varies with the market price of the Common Stock.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock Share is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(a)(ii), the “lowest price per share for which one share of Common Stock Share is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one Common Share upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock Shares upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B2(a), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than securities convertible into shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) of Common Stock and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such convertible securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities convertible securities for such price per share. For the purposes of this Section 3(c)(iii)(B)subsection, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration total gross amount (if anybefore related offering expenses) received or receivable by the Company with respect as consideration for the issue or sale of such convertible securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof; by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible Securityconvertible securities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance conversion or exchange of such Common Stock upon conversion, exchange or exercise of such Convertible Securitiesconvertible securities, and if any such issue or sale of such Convertible Securities convertible securities is made upon exercise of any options for which adjustment adjustments of the Conversion Price conversion price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)section, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Warrant Price in effect immediately prior to such issuanceDilutive Issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B9(b)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Warrant Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Warrant Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B9(b), no further adjustment of the Conversion Warrant Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case the Company shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) are immediately exercisable, and the lowest price Price per share Share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is shall be less than the Conversion Warrant Exercise Price in effect immediately prior to such issuanceDilutive Issuance, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such Price per Share as of the date of the issuance or sale of such Convertible Securities and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share(except as provided in Section 8(e)(ii)(C)). For the purposes of this Section 3(c)(iii)(B)Except as otherwise provided in Section8(e)(ii)(C) below, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no adjustment of the Conversion Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, Securities and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options to purchase any such Convertible Securities for which adjustment adjustments of the Conversion Warrant Exercise Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B8(e), no further adjustment of the Conversion Warrant Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company in any manner ---------------------------------- issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to issuable" is determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(Bparagraph 7(c), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If If, during the Restricted Period, the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B4(c)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to (A) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange or exercise of such Convertible SecuritySecurity minus (B) the sum of all amounts paid or payable to the holder of such Convertible Security (or any other Person) upon the issuance or sale of such Convertible Security plus the value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or any other Person). No Except as contemplated below, no further adjustment of the Conversion Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B4(c), except as contemplated below, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.. C.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to such issuanceissuance or sale, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding from and after the date on which such Convertible Securities were issued and sold, and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange conversion or exercise” shall be equal to exchange" is determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B)2B, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(c)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise” thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(c), no further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Pre-Qualified IPO Applicable Price in effect immediately prior to such issuanceor the Post-Qualified IPO Applicable Price, as the case may be, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B7(a)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock (A) upon the issuance or sale of the Convertible Security and (B) upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B7(a), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (a) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (b) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)6, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(b)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise” thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(b), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Company, at any time after the date hereof, in any manner manner, issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price for consideration per share for which one share (determined as provided in this paragraph and in Section 7(a)(vi))) less than the Exercise Price then in effect, whether or not the right to exchange or convert any such Convertible Securities is immediately exercisable, then the total maximum number of shares of Common Stock is issuable upon conversion or exchange of all such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share of Common Stock Convertible Securities shall be deemed to be outstanding and to have been issued and sold by as of the Company at the time date of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)Securities, the “lowest at a price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of amount determined by dividing (A) the lowest amounts of consideration (total amount, if any) , received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance or sale of such Convertible Securities, plus the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, exchange or exercise by (B) the total maximum number of such Convertible Security. No further shares of Common Stock deemed to have been so issued; provided, however, that (1) except as otherwise provided in Section 7(a)(v), no adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, Securities and (2) if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are Options to be made pursuant to other provisions of this Section 3(c)(iii)(B)purchase any such Convertible Securities, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Market Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)paragraph 5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a distribution of, or shall in any manner issues (whether directly or sells by assumption in a merger in which the Company is the surviving corporation) issue or sell, any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is shall be less than the Conversion Current Market Price in effect immediately prior to the time of such issuanceissue or sale, then such share the number of shares for which this Warrant is exercisable and the Current Warrant Price shall be adjusted as provided in Section 4.3 on the basis that the maximum number of Additional Shares of Common Stock necessary to effect the conversion or exchange of all such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by outstanding and the Company at the time shall have received all of the consideration payable therefor, if any, as of the date of actual issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible SecuritySecurities. No further adjustment of the Conversion number of shares for which this Warrant is exercisable and the Current Warrant Price shall be made under this Section 4.5 upon the actual issuance of any Convertible Securities which are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such Common Stock upon conversion, exchange warrants or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made other rights pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale4.4.

Issuance of Convertible Securities. If the Company in Company, at any manner time while this Warrant is outstanding, issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to such issuanceissuance or sale, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(c)(ii), the “lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercisethereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B2(c), no further adjustment of the Conversion Exercise Price or number of Warrant Shares shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If on or after the Closing Date, the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) Security and the lowest price per share for which one any shares of Common Stock are issuable upon conversion or exchange thereof (the "Conversion Price") is less than and the Fair Market Value per share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share number of shares of Common Stock issuable upon exercise of the Warrant shall be deemed adjusted pursuant to be outstanding and to have Section 2.1 as if such shares of Common Stock issuable upon conversion or exchange of such Convertible Security had been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share any shares of Common Stock is issuable upon such conversion, exchange or exercise” shall are issuable" will be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share such shares of Common Stock upon the issuance or sale of the Convertible Security Securities and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall number of shares of Common Stock issuable upon exercise of the Warrant will be made upon the actual issuance issue of such shares of Common Stock upon conversion, conversion or exchange or exercise of such any Convertible SecuritiesSecurity, and if any such issue or sale of such Convertible Securities Security is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price number of shares of Common Stock issuable upon exercise of the Warrant had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Price shall number of shares of Common Stock issuable upon exercise of the Warrant will be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon conversion or exchange of such conversion, exchange or exercise thereof Convertible Securities is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such share Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. For the purposes of this Section 2.6(b), the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2.5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares Purchase Rights or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limita Permitted Issuance) and the lowest price per share for which one share of Common Stock is issuable upon the conversion or exchange of such conversion, exchange or exercise thereof Convertible Securities is less than the Conversion Price per share Fair Market Value of the Common Stock then in effect immediately prior to such issuanceeffect, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange conversion or exercise” shall be equal to exchange" is determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2B, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case at any time after the Issue Date the Company shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert thereunder are immediately exercisable, such issuance or sale of Convertible Securities (other than shares or options issued or which may shall be issued pursuant to deemed a sale by the Incentive Plan up to the Incentive Plan Limit) Company of its Common Stock and the lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold determined by dividing (A) the total amount received or receivable in cash or in property by the Company at as consideration for the time of the issuance of issue or sale of such Convertible Securities for such price per share. For Securities, plus the purposes minimum aggregate amount of this Section 3(c)(iii)(B)additional consideration, if any, payable to the “lowest price per share for which one share Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock is issuable upon such conversion, the conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible Security. No Securities; provided, however, that (I) except as otherwise provided in Section 2(a)(iii), no further adjustment of the Conversion Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and (II) if any such issue or sale of such Convertible Securities is made upon exercise of any options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustment adjustments of the Conversion Exercise Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B2(a), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case the Company Corporation shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock or Class A Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (i) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock and Class A Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible securities) shall be less than the Conversion Series C conversion Price in effect immediately prior to the time of such issuanceissue or sale, then such share the total maximum number of shares of Common Stock or Class A Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)outstanding, the “lowest price per share for which one share of Common Stock is issuable upon such conversionprovided that (a) except as otherwise provided in subparagraph 4D(3) below, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no adjustment of the Series C Conversion Price shall be made upon the actual issuance issue of such Common Stock or Class A Common Stock, as the case may be, upon conversion, conversion or exchange or exercise of such Convertible Securities, and 9b) if any such issue or sale of such Convertible Securities is made upon exercise of any options Option to purchase any such Convertible Securities for which adjustment adjustments of the Series C Conversion Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)subparagraph 4D, no further adjustment of the Series C Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon conversion or exchange of such conversion, exchange or exercise thereof Convertible Securities is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such share Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. For the purposes of this SECTION 2.6(b), the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)SECTION 2.5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(c)(iii)(A), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B3(c)(iii)(A), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case the Company in any manner issues or sells Borrower shall issue any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price consideration per share for which one share Additional Shares of Common Stock is may at any time thereafter be issuable upon pursuant to the terms of such conversion, exchange or exercise thereof is Convertible Securities shall be less than either (i) the Conversion Price in effect immediately prior to on the date of issuance of such issuanceConvertible Securities, or (ii) the Current Market Price of such shares on the date of issuance of such Convertible Securities, then the Conversion Price shall be adjusted as provided in paragraph B above on the basis that (i) the maximum number of Additional Shares of Common Stock necessary to effect the conversion or exchange of all such share Convertible Securities shall be deemed to have been issued and (ii) the aggregate consideration for such maximum number of Additional Shares of Common Stock shall be deemed to be outstanding the minimum consideration received and to have been issued and sold receivable by the Company at the time of Borrower for the issuance of sale such Additional Shares of Common Stock pursuant to the terms of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made under this paragraph upon the actual issuance of any Convertible Securities which are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, to the extent such adjustment shall previously have been made upon the issuance of such Common Stock upon conversion, exchange warrants or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made other rights pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or saleparagraph C above.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of issue or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercisethereof” shall be equal to is determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2B, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convertible securities and the lowest price per share for which one share of Common Additional Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceissuance or sale, then the maximum number of shares of Additional Stock issuable upon conversion or exchange of such share of Common Stock convertible securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities convertible securities for such price per share. For the purposes of this Section 3(c)(iii)(B)subparagraph, the “lowest price per share for which one share of Common Additional Stock is issuable upon such conversion, exchange or exerciseissuable” shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect to any one share of Common Stock upon as consideration for the issuance issue or sale of such convertible securities, plus the Convertible Security and minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversionconversion or exchange thereof, by (B) the total maximum number of shares of Additional Stock issuable upon the conversion or exchange or exercise of all such Convertible Securityconvertible securities. No further adjustment of the Conversion Price shall be made when Additional Stock is actually issued upon the actual issuance conversion or exchange of such Common Stock upon conversion, exchange or exercise of such Convertible Securitiesconvertible securities, and if any such issue or sale of such Convertible Securities convertible securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Series A Conversion Price and/or the Series B/B-1 Conversion Price, as the case may be, in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (1) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (2) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Series A Conversion Price and/or the Series B/B-1 Conversion Price, as the case may be, shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Series A Conversion Price and/or 9 126 the Series B/B-1 Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B4.2(e), no further adjustment of the Series A Conversion Price and/or the Series B/B-1 Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock Share is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock Share shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(a)(ii), the “"lowest price per share for which one share of Common Stock Share is issuable upon such the conversion, exercise or exchange or exercise” thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock Share upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company to the holder of such Convertible Security with respect to such one Common Share upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock Shares upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had this Warrant has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B2(a), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares Security to a Current Member or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) Affiliate and the lowest price per share unit for which one share of Common Stock any Membership Unit is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Base Price in effect immediately prior to the time of such issuanceissue or sale of such Convertible Security, then such share of Common Stock Membership Unit shall be deemed to be outstanding and to have been issued and sold by the Company at the such time of the issuance of sale of such Convertible Securities for such price per shareunit. For the purposes of this Section 3(c)(iii)(BSUBSECTION 2B(ii), the “"lowest price per share unit for which one share of Common Stock any Membership Unit is issuable upon such conversion, exchange or exercise” issuable" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share Membership Unit upon each of Common Stock upon (1) the issuance or sale of the Convertible Security and upon (2) the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such Common Stock Membership Unit upon conversion, conversion or exchange or exercise of such Convertible Securities, and and, if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)SECTION 2B, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or salesale of such Convertible Security.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “lowest "price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Exercise Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If In case the Company Corporation shall in any manner issues issue (whether directly or sells by assumption in a merger or otherwise) or sell any Convertible Securities (other than shares Securities, whether or options issued not the rights to exchange or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) convert thereunder are immediately exercisable, and the lowest price per share for which one share of Common Stock is issuable upon such conversionconversion or exchange (determined by dividing (i) the total amount received or receivable by the Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Corporation upon the conversion or exchange thereof, by (ii) the total maximum number of shares of Common Stock issuable upon the conversion or exercise thereof is exchange of all such Convertible Securities) shall be less than the Conversion Adjustment Price in effect immediately prior to the time of such issuanceissue or sale, determined as of the date of such issue or sale of such Convertible Securities, as the case may be, then such share the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall (as of the date of the issue or sale of such Convertible Securities) be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversionprovided that (a) except as otherwise provided in paragraph 2C(3) below, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further no adjustment of the Conversion Adjustment Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and (b) if any such issue or sale of such Convertible Securities is made upon exercise of any options rights to subscribe for or to purchase or any option to purchase any such Convertible Securities for which adjustment adjustments of the Conversion Adjustment Price had have been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)paragraph 2C, no further adjustment of the Conversion Adjustment Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then each such share of Common Stock underlying such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B2(d)(i)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security less any consideration paid or payable by the Company to the Holder thereof with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such share of Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B2(d)(i), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceDilutive Issuance, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B6(a)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” " shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made upon the actual issuance of such Common Stock upon conversion, exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B6(a), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) Security and the lowest price per share for which any one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Exercise Price in effect immediately prior to the time of such issuanceissue or sale, then such share or shares of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the such time of the issuance of sale of such Convertible Securities for such lower price per share. For the purposes of this Section 3(c)(iii)(B)paragraph, the “"lowest price per share for which any one share of Common Stock is issuable upon such conversion, exchange or exercise” issuable" shall be equal to the sum of the lowest amounts amount of consideration (if any) received paid or receivable payable by the Company holder of the Convertible Security with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance issue of such Common Stock upon conversion, conversion or exchange or exercise of such any Convertible SecuritiesSecurity, and if any such issue or sale of such Convertible Securities Security is made upon exercise of any options Options for which adjustment adjustments of the Conversion Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)2, no further adjustment of the Conversion Exercise Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon conversion or exchange of such conversion, exchange or exercise thereof Convertible Securities is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then the "price per share for which Common Stock is issuable" shall be determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such share Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. For the purposes of this Section 2.6(b), the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other the provisions of this Section 3(c)(iii)(B)2.5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon conversion or exchange of such conversion, exchange or exercise thereof Convertible Securities is less than the Conversion Price in effect immediately prior to the time of such issuanceissue or sale, then the “price per share for which Common Stock is issuable” shall be determined by dividing (A) the total amount received or receivable by the Company as consideration for the issue or sale of such share Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. For the purposes of this Section 2.6(b), the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Security. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other the provisions of this Section 3(c)(iii)(B)2.5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.

Issuance of Convertible Securities. If the Company in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B8(a)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange conversion or exercise” exchange" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, conversion or exchange or exercise of such Convertible Security. No further adjustment of the Conversion Warrant Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Warrant Exercise Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B8(a), no further adjustment of the Conversion Warrant Exercise Price shall be made by reason of such issue or sale. Notwithstanding the foregoing, no adjustment shall be made pursuant to this Section 8(a)(ii) to the extent that such adjustment is based solely on the fact that such Convertible Securities are convertible into or exchangeable for Common Stock at a price which varies with the market price of the Common Stock.

Issuance of Convertible Securities. If In case the Company in shall ---------------------------------- issue any manner issues securities (debt or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limitequity) convertible into Additional Shares of Capital Stock and the lowest price consideration per share for which one share Additional Shares of Common Capital Stock is may at any time thereafter be issuable upon pursuant to the terms of such conversion, exchange or exercise thereof is convertible securities shall be less than the Conversion Price in effect immediately prior to such issuanceExercise Price, then upon such share issuance the Exercise Price shall be adjusted as provided in subsection 6(d) hereof on the basis that (i) the maximum number of Common Additional --------------- Shares of Capital Stock necessary to effect the conversion or exchange of all such convertible securities shall be deemed to have been issued as of the date of issuance of such convertible securities, and (ii) the aggregate consideration for such maximum number of Additional Shares of Capital Stock shall be deemed to be outstanding and to have been issued and sold the minimum consideration received by the Company at the time of for the issuance of sale such Additional Shares of Capital Stock pursuant to the terms of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B), the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exercise” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exchange or exercise of such Convertible Securityconvertible securities. No further adjustment of the Conversion Exercise Price shall be made under this subsection upon the actual issuance of any convertible securities which are issued pursuant to the exercise of any warrants or other subscription or purchase rights therefor, if any such adjustment shall previously have been made upon the issuance of such Common Stock upon conversion, exchange warrants or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options for which adjustment of the Conversion Price had been or are to be made other rights pursuant to other provisions of this Section 3(c)(iii)(B), no further adjustment of the Conversion Price shall be made by reason of such issue or sale.subsection 6(e) hereof. ---------------

Issuance of Convertible Securities. If the Company in any manner issues or sells sells, or the Company publicly announces the issuance or sale of, any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise thereof is less than the Conversion Price in effect immediately prior to such issuanceApplicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B3(b)(ii), the “"lowest price per share for which one share of Common Stock is issuable upon such the conversion, exercise or exchange or exercise” thereof" shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the issuance or sale of the Convertible Security and upon the conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Company with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Exercise Price shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange or exercise of such Convertible Securities, and if any such issue issuance or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment of the Conversion Exercise Price had has been or are is to be made pursuant to other provisions of this Section 3(c)(iii)(B3(b), no further adjustment of the Conversion Exercise Price shall be made by reason of such issue issuance or sale.

Issuance of Convertible Securities. If the Company Corporation in any manner issues or sells any Convertible Securities (other than shares or options issued or which may be issued pursuant to the Incentive Plan up to the Incentive Plan Limit) and the lowest price per share for which one share of Common Stock is issuable upon such conversion, conversion or exchange or exercise thereof is less than the Conversion Reference Price in effect immediately prior to the time of such issuanceissue or sale, then such share the maximum number of shares of Common Stock issuable upon conversion or exchange of such Convertible Securities shall be deemed to be outstanding and to have been issued and sold by the Company Corporation at the time of the issuance of or sale of such Convertible Securities for such price per share. For the purposes of this Section 3(c)(iii)(B)6.3, the “lowest price per share for which one share of Common Stock is issuable upon such conversion, exchange or exerciseissuable” shall be equal to determined by dividing (A) the sum of the lowest amounts of consideration (if any) total amount received or receivable by the Company with respect Corporation as consideration for the issue or sale of such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to any one share the Corporation upon the conversion or exchange thereof, by (B) the total maximum number of shares of Common Stock issuable upon the issuance conversion or sale exchange of the Convertible Security and upon the conversion, exchange or exercise of all such Convertible SecuritySecurities. No further adjustment of the Conversion Price shall be made when Common Stock is actually issued upon the actual issuance of such Common Stock upon conversion, conversion or exchange or exercise of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any options Options for which adjustment adjustments of the Conversion Price had been or are to be made pursuant to other provisions of this Section 3(c)(iii)(B)5, no further adjustment of the Conversion Price shall be made by reason of such issue or sale.