Issuances Below Exercise Price. Except in the case of the issuance of Common Stock issued (i) pursuant to any employee benefit plan of the Company now existing or to be implemented in the future, (ii) for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination, (iii) in connection with any transaction referred to in, or contemplated by, this Section 10 hereof, (iv) pursuant to any equipment leasing or loan arrangement, or debt financing from a bank or similar financial or lending institution, (v) issued by the Company pursuant to a registration statement filed under the Securities Act, or (v) issued in connection with strategic transactions involving the Company and other entities, including (a) joint ventures, manufacturing, marketing or distribution arrangements or (b) technology transfer or development arrangements, if the Company at any time while the Warrants are outstanding, shall issue shares of Common Stock at a price per share (an "Issuance Price") less than the Exercise Price (or in the case of an issuance of Common Stock in a private placement at less than 80% of the Exercise Price), then the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Common Stock plus the number of shares of Common Stock which the price paid for such shares of Common Stock would purchase at the Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock outstanding immediately prior to such issuance plus the number of shares of Common Stock so issued or issuable. Upon each adjustment of the Exercise Price pursuant to the provisions of this Section 10.2, the number of Warrant Shares issuable upon the exercise of each Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of Warrant Shares issuable upon exercise of the Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.
Issuances Below Exercise Price. In case the Company shall hereafter issue shares of its Common Stock, or securities convertible into or exercisable for its Common Stock, other than any Excluded Securities (as hereinafter defined), without consideration or for a consideration per share or having a conversion or exercise price per share (such consideration, or such conversion or exercise price, as the case may be, referred to as the “Offering Price”) less than the Exercise Price, the Exercise Price shall be reduced immediately thereafter so that it shall equal the Offering Price. Such adjustment shall be made successively whenever such an issuance is made, and to the extent that such shares of Common Stock (or securities convertible into or exercisable for Common Stock), expire, are cancelled or are redeemed after their issuance, the Exercise Price shall be readjusted to the Exercise Price that would then be in effect had the adjustments made upon the issuance of convertible securities been made upon the basis of delivery of only the number of shares of Common Stock (or securities convertible into or exercisable for Common Stock) actually issued. “Excluded Securities” shall mean securities (i) issued upon exercise of the Warrants issued pursuant to the Loan and Security Agreement, (ii) issued in a bona fide public offering pursuant to a firm commitment underwriting, (iii) issued in connection with an acquisition of a business or technology, including the financing thereof, that is approved by the Company’s Board of Directors, (iv) issued pursuant to a transaction with a vendor of the Borrower, including equipment lease providers, if such transaction is approved by the Company’s Board of Directors; (v) issued upon exercise of the Company’s convertible securities described on Schedule 1 annexed hereto, (vi) issuable upon or (vii) granted to the Company’s officers, directors, consultants (in a manner consistent with past practice) and employees as approved by the Company’s Board of Directors under a plan or plans adopted by the Company’s Board of Directors that are in effect on the date hereof.
Issuances Below Exercise Price. Subject to the last paragraph of this Section 5(h), if the Company, at any time while this Warrant is outstanding:
Issuances Below Exercise Price. Subject to the terms set forth herein, if and whenever the Company shall issue or sell, or is, in accordance with any of subsections (g)(l) through (g)(5) hereof, deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Exercise Price in effect immediately prior to the time of such issue or sale, then and in each such case (a "Trigger Issuance") the then-existing Exercise Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows: Adjusted Exercise Price = (A x B) + D ----------- A+C where "A" equals the number of shares of Common Stock outstanding, treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion of Convertible Securities outstanding immediately prior to such issue, immediately preceding such Trigger Issuance;
Issuances Below Exercise Price. If the Company, at any time prior to the Expiration Date, other than an issuance of ordinary shares or other securities to the Option Holder,
