Common use of Anti-Dilution Provision Clause in Contracts

Anti-Dilution Provision. Other than in connection with (i) the Company’s issuance of securities as full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) as a result of the conversion of New Notes which are issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (v) are “Excepted Issuances”), if at any time when the New Notes are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time without the consent of a Majority in Interest of the Subscribers, then the Conversion Price shall automatically be reduced to such other lower price. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.000001 per share of Common Stock. For purposes of the adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or any warrant, right or option to purchase Common Stock shall result in the reduction of the Conversion Price upon the sooner of the agreement or public announcement or actual issuance of such convertible security, warrant, right or options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of Subscribers set forth in this Section 12(a) are in addition to any other rights the Subscribers have pursuant to this Agreement, the New Notes, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscribers and Company are parties.

Anti-Dilution Provision. Other than The following anti-dilution provision shall apply during the term of this Agreement and the term of the Covenant Not To Compete set forth in connection with (i) Section 9.11, herein, following any termination of this Agreement. In the event of any recapitalization, sale, exchange or other transaction involving the securities of the Company’s issuance of securities as full , the Company agrees that Consultant's relative percentage interest in Company, taking into consideration stock and options (whether exercised or partial consideration in connection with a bona fide strategic mergernot) (herein referred to as, acquisition, consolidation or purchase of substantially all of "Consultant's Options) shall not be diluted without prior written consent. In the securities or assets event of a corporation breach of this provision, Company agrees to issue such additional shares of common capital stock or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, common capital stock pursuant to plans described on Schedule 5(dthe schedule attached as Exhibit A and held outright by Consultant to bring the relative ownership interest of Consultant to the same percentage interest owned prior to such dilution event. In other words, if prior to any event involving the capitalization of Company, Consultant owns, directly or indirectly, by way of stock or options, exercised or unexercised, a capital interest equal to ten percent (10%) as of the capital stock issued and outstanding, then after any such plans are constituted on event involving the Closing Datecapitalization of the Company, the Company, or its affiliates, successors or assigns, shall take all steps necessary to distribute to Consultant such stock and options so that Consultant shall continue to own ten percent (iv10%) securities upon of the exercise or exchange capital stock of or conversion of any securities exercisable or exchangeable for or convertible into the Company following such event. If the outstanding shares of Common Stock issued and outstanding on stock of the date class then subject to the Consultant's Options are increased or decreased, or are changed into or exchanged for a different number or kind of this Agreement on the unamended terms disclosed in the Reports and which shares or securities are also described on Schedule 12(a)or other forms of property (including cash) or rights, and (v) as a result of one or more reorganizations, recapitalizations, spin-offs, stock splits, reverse stock splits, stock dividends or the conversion like, appropriate adjustments shall be made in the number and/or kind of New Notes shares or securities or other forms of property (including cash) or rights for which the Consultant's Options may thereafter be exercised, all without any change in the aggregate exercise price applicable to the unexercised portions of the Consultant's Options, but with a corresponding adjustment in the exercise price per share or other unit. Such adjustments shall be made by or under authority of the Company's board of directors whose determinations as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. Upon the dissolution or liquidation of the Company, or upon a reorganization, merger or consolidation of the Company as a result of which the outstanding securities of the class then subject to the Consultant's Options are issued pursuant to this Agreement on the unamended terms in effect on the Closing Date changed into or exchanged for property (collectively, the foregoing (i) through (v) are “Excepted Issuances”including cash), if at rights or securities not of the Company's issue, or any time when combination thereof, or upon a sale of substantially all the New Notes are outstandingproperty of the Company to, or the acquisition of stock representing more than eighty percent (80%) of the voting power of the stock of the Company then outstanding by, another corporation or person, the Company shall agree to or issue (undertake in writing in connection with such transaction for the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any assumption of the foregoing which may be outstanding) to any person Consultant's Options, or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time without substitution for the consent Consultant's Options of an option covering the stock of a Majority successor corporation or entity, or a parent or a subsidiary thereof, with appropriate adjustments in Interest accordance with the provisions herein as to the number and kind of shares optioned and their exercise prices, in which event the Subscribers, then the Conversion Price Consultant's Options shall automatically be reduced to such other lower price. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.000001 per share of Common Stock. For purposes of the adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or any warrant, right or option to purchase Common Stock shall result continue in the reduction of manner and under the Conversion Price upon the sooner of the agreement or public announcement or actual issuance of such convertible security, warrant, right or options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of Subscribers set forth in this Section 12(a) are in addition to any other rights the Subscribers have pursuant to this Agreement, the New Notes, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscribers and Company are partiesterms so provided.

Anti-Dilution Provision. Other than in connection with (i) the Company’s issuance of securities as full or partial consideration in connection with a bona fide strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (ii) the Company’s issuance of securities in connection with bona fide strategic license agreements and other bona fide partnering arrangements so long as such issuances are not for the purpose of raising capital and which holders of such securities or debt are not at any time granted registration rights, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants, pursuant to plans described on Schedule 5(d) as such plans are constituted on the Closing Date, (iv) securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the unamended terms disclosed in the Reports and which securities are also described on Schedule 12(a), and (v) as a result of the conversion of New Notes which are issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (v) are “Excepted Issuances”), if at any time when the New Notes are outstanding, the Company shall agree to or issue (the “Lower Price Issuance”) any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in effect at such time without the consent of a Majority in Interest of the Subscribers, then the Conversion Price shall automatically be reduced to such other lower price. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue will be deemed issuable or to have been issued for $0.000001 per share of Common Stock. For purposes of the adjustments described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or any warrant, right or option to purchase Common Stock shall result in the reduction of the Conversion Price upon the sooner of the agreement or public announcement or actual issuance of such convertible security, warrant, right or options and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of Subscribers set forth in this Section 12(a) are in addition to any other rights the Subscribers have pursuant to this Agreement, the New Notes, any other Transaction Document, and any other agreement referred to or entered into in connection herewith or to which Subscribers and Company are parties.