Common use of Valuation Adjustment Clause in Contracts

Valuation Adjustment. (i) If, prior to exercise of the Warrant, the Company has issued, or shall be deemed to have issued, Additional Shares of Common Stock (as hereinafter defined) for a consideration per share less than the Warrant Price or with a per share conversion, exercise or exchange price of less than the Warrant Price (each, a "Triggering Issuance" and such lesser consideration or per share conversion, exercise or exchange price, the "Adjusted Price"), then and in such event, the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be adjusted to a number equal to the original number of shares of Warrant Stock issuable upon exercise of this Warrant multiplied by $2.00 and divided by the Adjusted Price, but in no event shall the denominator be less than $.765 per share, and the Warrant Price shall be reduced to the Adjusted Price, but in no event shall be reduced to less than $.765 per share. (ii) As used herein, "Additional Shares of Common Stock" shall mean all shares of Common Stock, or any stock options, warrants, convertible securities or other rights to purchase or acquire shares of Common Stock, issued or deemed to be issued by the Company after the date hereof which represent a Triggering Issuance. Notwithstanding the foregoing, no issuance or deemed issuance (A) described in subsections (a), (b) or (c) of this Section 5, (B) of Common Stock or options or warrants to purchase Common Stock issued to officers, directors or employees of or consultants to the Company pursuant to any compensation agreement, plan or arrangement, or the issuance of Common Stock upon the exercise of any such options or warrants, (C) of any equity securities of the Company in connection with a strategic alliance, business partnering arrangement or other commercial business transaction, or (D) of any equity securities of the Company issued to a third party in connection with any financing transaction in which such equity is issued as a "kicker" and is not the primary inducement for the third party to enter into such transaction, shall be deemed the issuance of Additional Shares of Common Stock.

Valuation Adjustment. (i) If, prior to exercise of the Warrant, the Company has issued, or shall be deemed to have issued, Additional Shares of Common Stock (as hereinafter defined) for a consideration per share less than the Warrant Price or with a per share conversion, exercise or exchange price of less than the Warrant Price (each, a "Triggering Issuance" and such lesser consideration or per share conversion, exercise or exchange price, the "Adjusted Price"), then and in such event, the number of shares of Warrant Stock issuable upon exercise of this Warrant shall be adjusted to a number equal to the original number of shares of Warrant Stock issuable upon exercise of this Warrant multiplied by $2.00 2.50 and divided by the Adjusted Price, but in no event shall the denominator be less than $.765 per share, and the Warrant Price shall be reduced to the Adjusted Price, but in no event shall be reduced to less than $.765 per share. (ii) As used herein, "Additional Shares of Common Stock" shall mean all shares of Common Stock, or any stock options, warrants, convertible securities or other rights to purchase or acquire shares of Common Stock, issued or deemed to be issued by the Company after the date hereof which represent a Triggering Issuance. Notwithstanding the foregoing, no issuance or deemed issuance (A) described in subsections (a), (b) or (c) of this Section 5, (B) of Common Stock or options or warrants to purchase Common Stock issued to officers, directors or employees of or consultants to the Company pursuant to any compensation agreement, plan or arrangement, or the issuance of Common Stock upon the exercise of any such options or warrants, (C) of any equity securities of the Company in connection with a strategic alliance, business partnering arrangement or other commercial business transaction, or (D) of any equity securities of the Company issued to a third party in connection with any financing transaction in which such equity is issued as a "kicker" and is not the primary inducement for the third party to enter into such transaction, shall be deemed the issuance of Additional Shares of Common Stock.