Common use of Share Issuances Clause in Contracts

Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. Subject to the provisions of this Section 3.43.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "“Offer Price"”) less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation Borrower issues any additional shares pursuant to Section 3.4 above this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering priceOffer Price

Share Issuances. Subject to the provisions of this Section 3.43.6, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at only upon the time of issuance conversion, exercise or exchange of such securities. If the Corporation issues any additional shares pursuant to Section 3.4 3.5 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. Subject to the provisions of this Section 3.43.3, if the Borrower Company shall at any time prior to the conversion or repayment exercise in full of the Principal Amount this Warrant issue any shares of Common Stock or securities convertible into Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B subsection 4(a) above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowerCompany) for a consideration per share (the "Offer Price") less than the Fixed Conversion any Exercise Price in effect at the time of such issuance, then the Fixed Conversion such Exercise Price shall be immediately reset to such lower Offer Price pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion applicable Exercise Price at the time of issuance of such securities. If the Corporation Company issues any additional shares pursuant in the manner referred to Section 3.4 above in this subsection 4(b) then, and thereafter successively upon each such issue, the Fixed Conversion each Exercise Price shall be adjusted by multiplying the each then applicable Fixed Conversion Exercise Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - – D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price]

Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering priceoffering

Share Issuances. Subject to the provisions of this Section 3.43.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation issues any additional shares pursuant to Section 3.4 3.5 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ---------------------------------------- A + B ---------------------------------------- ---------------------------------------- (A + B) + [((C - D) x B) / C] ---------------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. Subject to the provisions of this ---------------- Section 3.43.6, if the Borrower eLinear shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowereLinear) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower eLinear convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation eLinear issues any additional shares pursuant to Section 3.4 above this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering priceOffer Price

Share Issuances. Subject to the provisions of this Section 3.4, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation issues any additional shares pursuant to Section 3.4 above then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: ----------------------------------- A + B ---------------------------------------- ----------------------------------- (A + B) + [((C - D) x B) / C] ----------------------------------- A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering price

Share Issuances. Subject to the provisions of this Section 3.43.5, if the Borrower shall at any time prior to the conversion or repayment in full of the Principal Amount principal amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the Borrower) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation Borrower issues any additional shares pursuant to Section 3.4 above this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering priceOffer Price

Share Issuances. Subject to the provisions of this Section 3.4---------------- 3.5, if the Borrower eLinear shall at any time prior to the conversion or repayment in full of the Principal Amount issue any shares of Common Stock to a person other than the Holder (except (i) pursuant to Subsections A or B above; (ii) pursuant to options, warrants, or other obligations to issue shares outstanding on the date hereof as disclosed to Holder in writing; or (iii) pursuant to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by the BorrowereLinear) for a consideration per share (the "Offer Price") less than the Fixed Conversion Price in effect at the time of such issuance, then the Fixed Conversion Price shall be immediately reset pursuant to the formula below. For purposes hereof, the issuance of any security of the Borrower eLinear convertible into or exercisable or exchangeable for Common Stock shall result in an adjustment to the Fixed Conversion Price at the time of issuance of such securities. If the Corporation eLinear issues any additional shares pursuant to Section 3.4 above this Subsection then, and thereafter successively upon each such issue, the Fixed Conversion Price shall be adjusted by multiplying the then applicable Fixed Conversion Price by the following fraction: A + B ---------------------------------------- (A + B) + [((C - D) x B) / C] A = Actual shares outstanding prior to such offering B = Actual shares sold in the offering C = Fixed Conversion Price D = Offering priceOffer Price