Common use of Subsequent Issuances Clause in Contracts

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant 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 Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “ConvertibleSecurities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, no adjustment of the Warrant Price shall be made at the time of such grant. Rather, at the time of the conversion, exercise or exchange of such Options or Convertible Securities, if the price per share at which Common Stock is issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration paid to the Corporation upon the exercise of such Options or the aggregate amount of additional consideration, if any, paid upon the conversion or exchange of such Convertible Securities, by (B) the number of shares of Common Stock being issued upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such conversion, exercise or exchange, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issued upon such exercise or conversion or exchange. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant 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 Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “ConvertibleSecuritiesConvertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, no adjustment of the Warrant Price shall be made at the time of such grant. Rather, at the time of the conversion, exercise or exchange of such Options or Convertible Securities, if and the price per share at for which Common Stock is issued issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration paid payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, paid payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock being issued issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such conversion, exercise Options or exchangeConvertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issued issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant 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 Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “ConvertibleSecuritiesConvertible Securities”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, no adjustment of the Warrant Price shall be made at the time of such grant. Rather, at the time of the conversion, exercise or exchange of such Options or Convertible Securities, if the price per share at which Common Stock is issued upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration paid to the Corporation upon the exercise of such Options or the aggregate amount of additional consideration, if any, paid upon the conversion or exchange of such Convertible Securities, by (B) the number of shares of Common Stock being issued upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such conversion, exercise or exchange, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issued upon such exercise or conversion or exchange. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded IssuancesIf at any time while this Warrant is outstanding, if and whenever the Corporation Company shall issue or sell enter into any agreement or understanding to issue Common Stock Equivalents entitling any person to acquire shares of Common Stock for Stock, at a consideration price per share less than the Warrant Price in effect immediately prior Exercise Price, subject to proportionate adjustments for stock splits, combinations, dividends, or other recapitalization event (if the time of such issue or sale, then and in each such case (a “Trigger Issuance”) the then-existing Warrant Price shall be reduced, as holder of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “ConvertibleSecurities”)Equivalent so issued shall at any time, whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisableby operation of purchase price adjustments, no adjustment of the Warrant Price shall be made at the time of such grant. Ratherreset provisions, at the time of the floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of such Options or Convertible Securities, if the price per share at which Common Stock is issued upon at a price less than the exercise Exercise Price, subject to proportionate adjustments for stock splits, combinations, dividends, or other recapitalization event, such issuance shall be deemed to have occurred for less than the Exercise Price, subject to proportionate adjustments for stock splits, combinations, dividends, or other recapitalization event), then, the Exercise Price shall be multiplied by a fraction, the numerator of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration paid to the Corporation upon the exercise of such Options or the aggregate amount of additional consideration, if any, paid upon the conversion or exchange of such Convertible Securities, by (B) which shall be the number of shares of Common Stock being issued upon outstanding immediately prior to the exercise issuance of such Options shares of Common Stock or upon such Common Stock Equivalents plus the conversion number of shares of Common Stock which the aggregate offering price for such shares of Common Stock or exchange Common Stock Equivalents would purchase at the Exercise Price, and the denominator of all such Convertible Securities) which shall be less 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. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. The Company shall notify the holder in writing, no later than the fifth Business Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price, or of applicable reset price, exchange price, conversion price and other pricing terms, but failure to provide such notice will not delay or affect the reduction of the Exercise Price. Upon each adjustment of the Exercise Price pursuant to this Section 3(e), the holder of this Warrant shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the time number of shares of Common Stock purchasable pursuant hereto immediately prior to such conversionadjustment and dividing the product thereof by the Exercise Price resulting from such adjustment. Notwithstanding the foregoing, exercise or exchange, then no adjustment will be made under this paragraph (e) in respect of: (1) the Warrant Price shall Shares to be adjusted to equal sold hereunder, (2) the price at which issuance of Common Stock is issued upon such the exercise of options or warrants or conversion of convertible securities or exchange. If any redemption of redeemable securities outstanding as of the date hereof, (3) the grant of options to purchase shares of Common Stock, Options or Convertible Securities shall be issued the grant of shares of stock or sold for cashpurchase rights (including restricted stock units), the consideration received therefor shall be deemed pursuant to be the amount received equity incentive plans duly adopted by the Corporation therefor plus the amountCompany’s board of directors, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares and issuances of Common Stock, Options Stock or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed Company securities pursuant to be the fair value exercise of such consideration as determined options and rights, (4) the issuance of Common Stock or other Company securities (including restricted stock units) to employees and consultants pursuant to the Company’s employee stock purchase plans, and issuances of Common Stock or other Company securities pursuant to exercise of such options and rights, and (5) issuances of warrants, Common Stock or other Company securities to Cognate BioServices (including its affiliates) in good faith by the Board, without deduction of any expenses incurred payment for or any underwriting commissions related to services rendered or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a wholeotherwise.

Subsequent Issuances. Except for Excluded Issuances, if and whenever the Corporation shall issue or sell any shares of Common Stock for a consideration per share less than the Warrant Price in effect immediately prior to the time of such issue or sale, then and in each such case (a “Trigger Issuance”"TRIGGER ISSUANCE") the then-existing Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” "OPTIONS" and such convertible or exchangeable stock or securities being called “ConvertibleSecurities”"CONVERTIBLE SECURITIES"), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, no adjustment of the Warrant Price shall be made at the time of such grant. Rather, at the time of the conversion, exercise or exchange of such Options or Convertible Securities, if and the price per share at for which Common Stock is issued issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum of (x) the total amount, if any, received or receivable by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration paid payable to the Corporation upon the exercise of all such Options or the aggregate amount of additional consideration, if any, paid payable upon the conversion or exchange of such Convertible Securities, by (B) the total maximum number of shares of Common Stock being issued issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of the granting of such conversion, exercise Options or exchangeConvertible Securities, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issued issuable upon such exercise or conversion or exchange. No adjustment of the Warrant Price shall be made upon the actual issue of such Common Stock upon exercise of such Options or upon the actual conversion or exchange of such Convertible Securities. If any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities of the Corporation, together comprising one integral transaction in which no specific consideration is allocated to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a whole.

Subsequent Issuances. Except for Excluded IssuancesIf the Company, if and whenever the Corporation shall issue at any time while this Note is outstanding, issues or sell otherwise sells any shares of Common Stock for a consideration per share less than the Warrant 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 Warrant Price shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to the lowest per share price at which such Additional Shares of Common Stock were issued or sold. If any time the Corporation shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, or any stock or security convertible into or exchangeable for Equity-Linked Securities, in each case at an Effective Price per share of Common Stock that is less than the Conversion Price in effect (before giving effect to the adjustment required by this Section 4(b)) as of the date of the issuance or sale of such shares or Equity-Linked Securities (such warrantsan issuance or sale, rights or options being called a “Options” and such convertible or exchangeable stock or securities being called “ConvertibleSecuritiesSubsequent Issuance”), whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisablethen, no adjustment effective as of the Warrant Close of Business on such date, the Conversion Price shall will be made at decreased to an amount equal to the time Weighted Average Issuance Price. For these purposes, the “Weighted Average Issuance Price” will be equal to: CP x OS+(EP x X)CP x (OS+X) where: CP = such Conversion Price (before giving effect to the adjustment); OS = the number of shares of Voting Stock outstanding immediately before such grant. Rather, at Subsequent Issuance; EP = the time of the conversion, exercise or exchange of such Options or Convertible Securities, if the price Effective Price per share at which of Common Stock is issued upon in such Subsequent Issuance; and X = the exercise of such Options or upon the conversion or exchange of such Convertible Securities (determined by dividing (A) the sum sum, without duplication, of (x) the total amount, if any, received by the Corporation as consideration for the granting of such Options or Convertible Securities, plus (y) the aggregate amount of additional consideration paid to the Corporation upon the exercise of such Options or the aggregate amount of additional consideration, if any, paid upon the conversion or exchange of such Convertible Securities, by (B) the number of shares of Common Stock being issued upon or sold in such Subsequent Issuance; and (y) the exercise maximum number of such Options or upon the conversion or exchange of all such Convertible Securities) shall be less than the Warrant Price in effect immediately prior to the time of such conversion, exercise or exchange, then the Warrant Price shall be adjusted to equal the price at which Common Stock is issued upon such exercise or conversion or exchange. If any shares of Common Stock, Options or Convertible Stock underlying such Equity-Linked Securities shall be issued or sold for cashin such Subsequent Issuance; provided, however, that (A) an Exempt Issuance shall not be deemed a Subsequent Issuance and, as a result, the consideration received therefor shall Conversion Price will not be deemed adjusted pursuant to be this Section 4(b) as a result of an Exempt Issuance; (B) the amount received by the Corporation therefor plus the amount, if any, to be received upon exercise or conversion thereof, without deduction therefrom issuance of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any shares of Common Stock, Options Stock pursuant to any such Equity-Linked Securities will not constitute an additional issuance or Convertible Securities shall be issued or sold for a consideration other than cash or for a consideration including cash and such other consideration, the amount of the consideration other than cash received by the Corporation shall be deemed to be the fair value of such consideration as determined in good faith by the Board, without deduction of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Corporation in connection therewith. In case any Options shall be issued in connection with the issue and sale of other securities shares of Common Stock constituting a Subsequent Issuance for the Corporation, together comprising one integral transaction purposes of this Section 4(b) (it being understood any re-pricing thereof will be subject to this Section 4(b)); and (C) in which no specific consideration is allocated event will the Conversion Price be increased pursuant to such Options by the parties thereto, such Options shall be deemed to have been issued for such consideration as determined in good faith by the Board. This determination of the fair value of consideration (or the allocation thereof) need not be the amount recorded in the books and records of the Corporation if the Board determines that the determination of different amounts for different contexts is in the best interest of the Corporation and its stockholders and creditors as a wholethis Section 4(b).