definiens: means, other than an Exempt Issuance, during the period ending three ( 3 ) years fromthe Issue Date, and while this Warrant is outstanding, an issuance by the Company or any Subsidiary thereofwhereby the Company or any Subsidiary thereof, as applicable, shall sell or grant any option to purchase, orsell or grant any right to reprice, or otherwise dispose of or issue ( or announce any offer, sale, grant or anyoption to purchase or other disposition ) any Common Stock or Common Stock Equivalents, at an effectiveprice per share less than the Effective Price then in effect ( such lower price, the ) ( it beingunderstood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shallat any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued inconnection with such issuance, be entitled to receive shares of Common Stock at an effective price per sharethat is less than the Effective Price, such issuance shall be deemed to have occurred for less than theEffective Price on such date of the Dilutive Issuance at such effective price )