Common use of Adjustment of Note Conversion Price Clause in Contracts

Adjustment of Note Conversion Price. (a) In the event that the Company shall at any time after the date hereof: (i) declare a dividend or make a distribution on its Preferred Stock in shares of Preferred Stock, (ii) subdivide or reclassify shares of its outstanding Preferred Stock into a greater number of shares, (iii) combine shares of its outstanding Preferred Stock into a smaller number of shares, (iv) pay a dividend or make a distribution on its Preferred Stock in shares of any series of its Capital Stock (other than Preferred Stock) or in any Capital Stock Rights, or (v) issue by reclassification of its Preferred Stock shares of any series of its Capital Stock or in any Capital Stock Rights, then the Note Conversion Price in effect immediately prior to such event shall be adjusted so that the Holder of this Note shall be entitled to receive on conversion of this Note or the Minimum Convertible Portion, the number of shares of Preferred Stock, other Capital Stock or Capital Stock Rights of the Company which such Holder would have owned or have been entitled to receive after the happening of any of the events described above had this Note or the Minimum Convertible Portion been converted immediately prior to the happening of such event. Any adjustment made pursuant to this Section 8 shall become effective immediately after the record date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification. Such adjustment shall be made successively whenever any event referred to above shall occur. (b) If, after the date hereof, the Company issues any shares of its Common Stock (other than shares issuable upon exercise of options or warrants heretofore or hereafter granted or issued to employees, officers or directors, in their capacities as such, of, or customers, consultants or vendors (all in their respective capacities as such) to, the Company) at a price per share of Common Stock that is less than the Note Conversion Price in effect on the date of the closing of the sale of such shares of Common Stock, then the Note Conversion Price shall be reduced to such lower price. (c) In the event of a Business Combination or other Change of Control transaction where the price per share of Common Stock is less than the Note Conversion Price in effect on the date of the closing of such Change of Control transaction, then the Note Conversion Price shall be reduced to such lower price. (d) Upon an adjustment of the Note Conversion Price pursuant to Section 8(a), the Company shall give prompt written notice thereof to the Holder of this Note, which notice shall state the Note Conversion Price resulting from such adjustment and shall set forth in reasonable detail the method of calculation of such Note Conversion Price and the facts upon which such calculation was based. (e) In case at any time: (i) the Company shall determine to declare any dividend or make any distribution on its shares of Preferred Stock other than in shares of Capital Stock or in Capital Stock Rights; (ii) the Company shall determine to offer for subscription pro rata to the holders of its shares of Preferred Stock any shares of its Capital Stock or any Capital Stock Rights; (iii) there shall be an impending Business Combination; or (iv) there shall be an impending voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice of the action in question to the Holder of this Note. Such notice shall describe the material terms and conditions of such action and shall specify (y) in the case of a dividend, distribution or subscription right, the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription right and the date as of which holders of shares of Preferred Stock of record shall participate in such dividend, distribution or subscription right, and (z) in the case of a Business Combination, dissolution, liquidation or winding up of the Company, the date on which such Business Combination, dissolution, liquidation or winding up shall take place and the date as of which the holders of Capital Stock shall be entitled to exchange their Capital Stock for securities or other property deliverable upon such Business Combination, dissolution, liquidation or winding up. Such written notice shall be given at least ten (10) Business Days prior to the action in question and not less than ten (10) Business Days prior to the record date or the date on which the Company's stock transfer books are closed in respect hereof.

Adjustment of Note Conversion Price. (a) In the event that the Company shall at any time after the date hereof: (i) declare a dividend or make a distribution on its Preferred Stock in shares of Preferred Stock, (ii) subdivide or reclassify shares of its outstanding Preferred Stock into a greater number of shares, (iii) combine shares of its outstanding Preferred Stock into a smaller number of shares, or (iv) pay a dividend or make a distribution on its Preferred Stock in shares of any series of its Capital Stock (other than Preferred Stock) or in any Capital Stock Rights, or (v) issue to the holders of its Preferred Stock, by reclassification of its Preferred Stock or otherwise, shares of any series of its Capital Stock or in any Capital Stock Rights, then the Note Conversion Price in effect immediately prior to such event shall be adjusted so that the Holder of this Note shall be entitled to receive on conversion of this Note or the Minimum Convertible Portion, as the case may be, the number of shares of Preferred Stock, other Capital Stock or Capital Stock Rights of the Company which such Holder would have owned or have been entitled to receive after the happening of any of the events described above had this Note or the Minimum Convertible Portion been converted immediately prior to the happening of such event. Any adjustment made pursuant to this Section 8 shall become effective immediately after the record effective date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination combination, reclassification or reclassificationsimilar event. Such adjustment shall be made successively whenever any event referred to above shall occur. (b) If, after the date hereof, the Company issues any shares of its Common Stock (other than shares issuable upon exercise of options or warrants heretofore or hereafter granted or issued to employees, officers or directors, in their capacities as such, of, or customers, consultants or vendors (all in their respective capacities as such) to, the Company) at a price per share of Common Stock that is less than the Note Conversion Price in effect on the date of the closing of the sale of such shares of Common Stock, then the Note Conversion Price shall be reduced to such lower price. (c) In the event of a Business Combination or other Change of Control transaction where the price per share of Common Stock is less than the Note Conversion Price in effect on the date of the closing of such Change of Control transaction, then the Note Conversion Price shall be reduced to such lower price. (d) Upon an adjustment of the Note Conversion Price pursuant to Section 8(a), the Company shall give prompt written notice thereof to the Holder of this Note, which notice shall state the Note Conversion Price resulting from such adjustment and shall set forth in reasonable detail the method of calculation of such Note Conversion Price and the facts upon which such calculation was based. (ec) In case at any time: (i) the Company shall determine to declare any dividend or make any distribution on its shares of Preferred Stock other than in shares of Capital Stock or in Capital Stock Rights; (ii) the Company shall determine to offer for subscription pro rata to the holders of its shares of Preferred Stock any shares of its Capital Stock or any Capital Stock Rights; (iii) there shall be an impending Business Combination; or (iviii) there shall be an impending voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in any one or more of said cases, the Company shall give written notice of the action in question to the Holder of this Note. Such notice shall describe the material terms and conditions of such action and shall specify (y) in the case of a dividend, distribution dividend or subscription rightdistribution, the date on which the books of the Company shall close or a record shall be taken for such dividend, dividend or distribution or subscription right and the date as of which holders of shares of Preferred Stock of record shall participate in such dividend, distribution or subscription rightdistribution, and (z) in the case of a Business Combination, Combination dissolution, liquidation or winding up of the Company, the date on which such Business Combination, dissolution, liquidation or winding up shall take place and the date as of which the holders of Capital Stock shall be entitled to exchange their Capital Stock for securities or other property deliverable upon such Business Combination, dissolution, liquidation or winding up. Such written notice shall be given at least ten (10) Business Days prior to the action in question and not less than ten (10) Business business Days prior to the record date or the date on which the Company's stock transfer books are closed in respect hereofthereof. The Holder shall keep such notice and any information contained therein confidential, provided that: (A) this obligation of confidentiality does not apply to information which (i) was lawfully in Holder's possession prior to any disclosure by the Company, (ii) is generally available to the public other than as a result of disclosure by Holder, or its employees, agents, representatives or others acting on Holder's behalf, or (iii) becomes available to Holder on a non-confidential basis from a source other than the Company or its representatives provided that the source of such information was not bound by a confidentiality agreement with the Company in respect thereof; and (B) Holder may disclose such notice and information to a limited group of Holder's directors, officers, employees, attorneys or other professional advisors who are participating in the evaluation of the transactions and matters that are the subject to such notice and information, each of whom shall be informed of the confidential nature of such information and the existence of the obligation set forth herein.