Common use of Issuance of Options and Convertible Securities Clause in Contracts

Issuance of Options and Convertible Securities. In the event the Company at any time or from time to time after the Original Issue Date shall issue any Options (other than any additional warrants issued to the Warrant Holder or any affiliate thereof in accordance with the terms and provisions of the Note Purchase Agreement) or Convertible Securities without consideration or for a consideration per share less than the then-applicable Exercise Price, then and in such event, such Exercise Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying the then-applicable Exercise Price by a fraction, (i) the numerator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issuance plus the quotient obtained by dividing (x) the aggregate consideration received or to be received by the Company for the total number of Additional Shares of Common Stock issuable upon the exercise, conversion or exchange of such Options or Convertible Securities by (y) the Exercise Price, and (ii) the denominator of which shall be the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to such issuance plus the number of Additional Shares of Common Stock issuable upon the exercise, conversion or exchange of such Options or Convertible Securities. Upon each such adjustment of the then-applicable Exercise Price pursuant to the provisions of this Section 3.3(2), the number of Warrant Shares purchasable upon the exercise of each Warrant shall be adjusted to the nearest full amount by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares purchasable upon the exercise of each Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.