Below-Price Issuance

Below-Price Issuance. The issuance or sale (or, in accordance with the provisions of Section 4(d), the deemed issuance or sale) of any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company) for a New Issuance Price less than the Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale).