Common use of Adjustment of Price and/or Terms Clause in Contracts

Adjustment of Price and/or Terms. If at any time and each time within three (3) years after the Closing (as defined in Section 2.1 below), the Company offers to sell or grants, sells or issues shares of its capital stock to any persons or entity other than the Purchaser at a lower price per share than the purchase price paid by the Purchaser for the Shares and/or on more favorable terms and conditions than those afforded to the Purchaser in connection with the purchase of the shares of Series B Preferred (taking into account any equitable adjustment in accordance with the Anti-Dilution Provisions), the Company agrees to retroactively apply such lower price and/or more favorable terms and conditions to the Shares purchased by the Purchaser or to the Conversion Stock acquired by the Purchaser. At the Purchaser's request, the Company shall either (a) issue the Purchaser additional shares of Series B Preferred in the amount equal to (i) the amount of any such overpayment by the Purchaser divided by (ii) such lower price charged by the Company to any person or entities or (b) deliver to the Purchaser the amount of any such overpayment in cash.

Adjustment of Price and/or Terms. (a) If at any time and each time within three (3) years after the Closing (as defined in Section 2.1 below), the Company offers to sell or grants, sells or issues shares of its capital stock to any persons or entity other than the Purchaser at a lower price per share than the purchase price paid by the Purchaser for the Shares and/or on more favorable terms and conditions than those afforded to the Purchaser in connection with the purchase of the shares of Series B Preferred Common Stock (taking into account any equitable adjustment in accordance with the Anti-Dilution Provisions), the Company agrees to retroactively apply such lower price and/or more favorable terms and conditions to the Shares purchased by the Purchaser or to the Conversion Stock acquired by the Purchaser. At the Purchaser's request, the Company shall either (ai) issue the Purchaser additional shares of Series B Preferred Common Stock in the amount equal to (iA) the amount of any such overpayment by the Purchaser divided by (iiB) such lower price charged by the Company to any person or entities or (bii) deliver to the Purchaser the amount of any such overpayment in cash.