Adjustment of Warrant for Dilutive Issuances
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER SUCH ACT OR ON OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Adjustment of Warrant for Dilutive Issuances. 2.3.1 Adjustment. If the Company issues Additional Common Shares after the date of this Warrant in a Dilutive Issue, the Warrant Price shall be reduced to the new Series A Conversion Price (as such term is defined in the Amended and Restated Articles of Incorporation of the Company, as hereinafter amended from time to time) after the Dilutive Issue. 2.3.2 Adjustment of Number of Shares. Upon each Dilutive Issue, the number of Shares Issuable upon exercise of this Warrant shall be increased to equal the product obtained by multiplying the number of Shares Issuable on exercise of this Warrant by a fraction the numerator of which is the Series A Conversion Price prior to the Dilutive Issue and the denominator is the Series A Conversion Price immediately after the Dilutive Issue. 2.3.3 No Adjustment for Issuances Following Deemed Issuances. No Adjustment to the Warrant Price or Shares Issuable upon exercise of this Warrant shall be made upon the exercise of Options or conversion of Convertible Securities. 2.4 Adjustment Following Changes in Terms of Options or Convertible Securities. If the consideration payable to, or the amount of common stock Issuable by, the Company increases or decreases, respectively, pursuant to the terms of any outstanding Options or Convertible Securities, the Warrant Shares shall be recomputed to reflect such increase or decrease. The recomputation shall be made as of the time of the Issuance of the Options or Convertible Securities. Any changes in the Warrant Shares that occurred after such Issuance because other Additional Common Shares were Issued or deemed Issued shall also be recomputed. 2.5 Recomputation Upon Expiration of Options or Convertible Securities. The Warrant Shares computed upon the original Issue of any Options or Convertible Securities, and any subsequent adjustments based thereon, shall be recomputed when any Options or rights of conversion under Convertible Securities expire without having been exercised. In the case of Convertible Securities or Options for common stock, the Warrant Shares shall be recomputed as if the only Additional Common Shares Issued were the shares of common stock actually Issued upon the exercise of such securities, if any, and as if the only consideration received therefor was the consideration actually received upon the Issue, exercise, or conversion of the Options or Convertible Securities. In the case of Options for Convertible Securities, the Warrant Shares shall be recomputed as if the only convertible Securities Issued were the Convertible Securities actually Issued upon the exercise thereof, if any, and as if the only consideration received therefor was the consideration actually received by the Company (determined pursuant to Section 2.9), if any, upon the Issue of the Options for the Convertible Securities. 2.6 30-Day Options. In the case of any Options that expire by their terms not more than 30 days after the date of Issue thereof no adjustment of the Warrant Shares shall be made until the expiration or exercise of all such Options.