Common use of Dilutive Financing Clause in Contracts

Dilutive Financing. In the event of any merger, business combination, acquisition of a company or its assets, sale of the Corporation’s assets to a third party or a similar transaction, irrespective of corporate form, (A) that the Corporation enters into primarily for the purpose, as determined by the Board of Directors of the Corporation in good faith, of allowing the Corporation to access the cash of a third party and (B) that has an effective consideration per share to the Corporation (based on the cash of such third party accessed by such transaction at the consummation of such transaction divided by the number of Additional Shares of Common Stock issued by the Corporation in such transaction) of less than the Series B Preferred Conversion Price in effect on the date of and immediately prior to such transaction, such transaction shall be considered an issuance of Additional Shares of Common Stock subject to Section 2(e) of this Article FOURTH.

Dilutive Financing. In the event of any merger, business combination, acquisition of a company or its assets, sale of the Corporation’s assets to a third party or a similar transaction, irrespective of corporate form, (A) that the Corporation enters into primarily for the purpose, as determined by the Board of Directors of the Corporation in good faith, of allowing the Corporation to access the cash of a third party and (B) that has an effective consideration per share to the Corporation (based on the cash of such third party accessed by such transaction at the consummation of such transaction divided by the number of Additional Shares of Common Stock issued by the Corporation in such transaction) of less than the Series B C Preferred Conversion Price in effect on the date of and immediately prior to such transaction, such transaction shall be considered an issuance of Additional Shares of Common Stock subject to Section 2(e) of this Article FOURTH.