Common use of Warrant Adjustments Clause in Contracts

Warrant Adjustments. Unless the applicable prospectus supplement or free writing prospectus states otherwise, the exercise price of, and the number of securities covered by, a common stock warrant or preferred stock warrant will be adjusted proportionately if we subdivide or combine our common stock or preferred stock, as applicable. In addition, unless the prospectus supplement or a free writing prospectus states otherwise, if we, without receiving payment for: • issue capital stock or other securities convertible into or exchangeable for common stock or preferred stock, or any rights to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend or distribution to holders of our common stock or preferred stock; • pay any cash to holders of our common stock or preferred stock other than a cash dividend paid out of our current or retained earnings or other than in accordance with the terms of the preferred stock; • issue any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to holders of our common stock or preferred stock; or • issue common stock or preferred stock or additional stock or other securities or property to holders of our common stock or preferred stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, then the holders of common stock warrants and preferred stock warrants, as applicable, will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of stock and other securities and property such holders would have been entitled to receive had they held the common stock or preferred stock, as applicable, issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional stock and other securities and property. Except as stated above or as otherwise set forth in the applicable prospectus supplement or free writing prospectus, the exercise price and number of securities covered by a common stock warrant and preferred stock warrant, and the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible into or exchangeable for those securities. Holders of common stock warrants and preferred stock warrants may have additional rights under the following circumstances: • certain reclassifications, capital reorganizations or changes of the common stock or preferred stock, as applicable; • certain share exchanges, mergers, or similar transactions involving us and which result in changes of the common stock or preferred stock, as applicable; or • certain sales or dispositions to another entity of all or substantially all of our property and assets. If one of the above transactions occurs and holders of our common stock or preferred stock are entitled to receive stock, securities or other property with respect to or in exchange for their securities, the holders of the common stock warrants and preferred stock warrants then outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares of stock and other securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.

Warrant Adjustments. Unless the applicable prospectus supplement or free writing prospectus states supplements state otherwise, the exercise price of, and the number of securities covered by, a common stock warrant Common Stock Warrant or preferred stock Preferred Stock warrant will be adjusted proportionately if we subdivide or combine our common stock Common Stock or preferred stockPreferred Stock, as applicable. In addition, unless the prospectus supplement or a free writing prospectus states supplements state otherwise, if we, without receiving payment fortherefor: • issue capital stock or other securities convertible into or exchangeable for common stock Common Stock or preferred stockPreferred Stock, or any rights to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend or distribution to holders of our common stock Common Stock or preferred stockPreferred Stock; • pay any cash to holders of our common stock Common Stock or preferred stock Preferred Stock other than a cash dividend paid out of our current or retained earnings or other than in accordance with the terms of the preferred stockPreferred Stock; • issue any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to holders of our common stock Common Stock or preferred stockPreferred Stock; or • issue common stock Common Stock or preferred stock Preferred Stock or additional stock or other securities or property to holders of our common stock Common Stock or preferred stock Preferred Stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, ; then the holders of common stock Common Stock warrants and preferred stock Preferred Stock warrants, as applicable, will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of stock and other securities and property such holders would have been entitled to receive had they held the common stock Common Stock or preferred stockPreferred Stock, as applicable, issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional stock and other securities and property. Except as stated above or as otherwise set forth in the applicable prospectus supplement or free writing prospectusabove, the exercise price and number of securities covered by a common stock Common Stock warrant and preferred stock or Preferred Stock warrant, and the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible into or exchangeable for those securities. Holders of common stock Common Stock warrants and preferred stock Preferred Stock warrants may have additional rights under the following circumstances: • certain reclassifications, capital reorganizations or changes of the common stock Common Stock or preferred stockPreferred Stock, as applicable; • certain share exchanges, mergers, or similar transactions involving us and which result in changes of the common stock Common Stock or preferred stockPreferred Stock, as applicable; or • certain sales or dispositions to another entity of all or substantially all of our property and assets. If one of the above transactions occurs and holders of our common stock Common Stock or preferred stock Preferred Stock are entitled to receive stock, securities or other property with respect to or in exchange for their securities, the holders of the common stock Common Stock warrants and preferred stock Preferred Stock warrants then outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares of stock and other securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.

Warrant Adjustments. Unless the applicable prospectus supplement or free writing prospectus states otherwise, the exercise price of, and the number of securities covered by, a common stock warrant or a preferred stock warrant will be adjusted proportionately if we subdivide or combine our common stock or preferred stock, as applicable. In addition, unless the prospectus supplement or a free writing prospectus states otherwise, if we, without receiving payment forpayment: • ● issue capital stock or other securities convertible into or exchangeable for common stock or preferred stock, or any rights to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend or distribution to holders of our common stock or preferred stock; • ● pay any cash to holders of our common stock or preferred stock other than a cash dividend paid out of our current or retained earnings or other than in accordance with the terms of the preferred stock; • ● issue any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to holders of our common stock or preferred stock; or • ● issue common stock or preferred stock or additional stock or other securities or property to holders of our common stock or preferred stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, then the holders of common stock warrants and preferred stock warrants, as applicable, will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of stock and other securities and property such holders would have been entitled to receive had they held the common stock or preferred stock, as applicable, issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional stock and other securities and property. Except as stated above or as otherwise set forth in the applicable prospectus supplement or free writing prospectus, the exercise price and number of securities covered by a common stock warrant and preferred stock warrant, and the amounts of other securities or property to be received, if any, upon exercise of those such warrants, will not be adjusted or provided for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible into or exchangeable for those securities. Holders of common stock warrants and preferred stock warrants may have additional rights under the following circumstances: • ● certain reclassifications, capital reorganizations or changes of the common stock or preferred stock, as applicable; • ● certain share exchanges, mergers, or similar transactions involving us us, and which result in changes of the common stock or preferred stock, as applicable; or • ● certain sales or dispositions to another entity of all or substantially all of our property and assets. If one of the above transactions occurs and holders of our common stock or preferred stock are entitled to receive stock, securities or other property with respect to or in exchange for their securities, the holders of the common stock warrants and preferred stock warrants then outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares of stock and other securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.