Favored Nations Provision. Except for the Excepted Issuances, if at any time Notes or Warrants are outstanding the Company shall offer, issue or agree to issue 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 respect of the Shares, or if less than the Warrant exercise price in respect of the Warrant Shares, without the consent of each Subscriber holding Notes, Shares, Warrants, or Warrant Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to each Subscriber so that the average per share purchase price of the shares of Common Stock issued to the Subscriber (of only the Common Stock or Warrant Shares still owned by the Subscriber) is equal to such other lower price per share and the Conversion Price and Warrant Exercise Price shall automatically be reduced to such other lower price per share. The average Purchase Price of the Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Shares and Warrant Shares. The foregoing calculation and issuance shall be made separately for Shares received upon Note conversion and separately for Warrant Shares. The delivery to the Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. The Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock except that the Filing Date and Effective Date vis-à-vis such additional common shares shall be, respectively, the thirtieth (30th) and sixtieth (60th) date after the closing date giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment 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 of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares of Common Stock upon exercise of such convers...
Favored Nations Provision. Other than in connection with (i) full or partial consideration in connection with a 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 strategic license agreements and other 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 terms disclosed in the Reports and which securities are also described on Schedule 12(a), (v) an aggregate of not more than $600,000 of current indebtedness to current employees of the Company at valuations of not less than the greater of the Conversion Price on the Closing Date or on the applicable date of issuances and which holders of such securities are not granted any registration rights and which securities will not be issued to the employees unless the employee has executed prior thereto a Lockup Agreement substantially in the form attached hereto as Exhibit E2 locking up such securities for a period of twelve months from issuance, and (vi) as a result of the exercise of Warrants or conversion of Notes which are granted or issued pursuant to this Agreement on the unamended terms in effect on the Closing Date (collectively, the foregoing (i) through (vi) are “Excepted Issuances”), if at any time the Notes or Warrants 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, or if less than the Warrant exercise pri...
Favored Nations Provision. If, at any time a Note or Warrant is outstanding or Registrable Securities are not then registered in an effective Registration Statement for unrestricted resale as required by Section 11 hereof ("Outstanding Period"), except for the Excepted Issuances, the Company shall offer, issue or agree to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock to any person, firm or corporation at a price per share or conversion or exercise price per share which shall be less than the per share purchase price of the Shares, or upon any other term more favorable to such other investor, without the consent of a Subscriber still holding Securities, then the Subscriber is granted the right to modify any term or condition of the Offering to be the same as any term of the subsequent offering that Subscriber deems more favorable than the term or condition of the Offering. The rights of the Subscriber set forth in this Section 12(c) are in addition to any other rights the Subscriber has pursuant to this Agreement and any other agreement referred to or entered into in connection herewith.
Favored Nations Provision. Until the sooner of 180 days from the Actual Effective Date of the Registration Statement, provided the Approval has been obtained or is not required by the applicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, or the date the Notes have been paid, other than in connection with the Excepted Issuances, if the Company shall offer, issue or agree to issue 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 without the consent of each Subscriber holding Notes, the Conversion Price shall be reduced to such other lower issue price. For purposes of the issuance and adjustment 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 of any warrant, right or option to purchase Common Stock shall result in the reduction of the Conversion Price upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option 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 the Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith.
Favored Nations Provision. If during the Exclusion Period, except for the Excepted Issuances, the Company shall offer, issue or agree to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock to any person, firm or corporation at a price per share or conversion or exercise price per share which shall be less than the per share purchase price of the Shares, or upon any other term more favorable to such other investor, without the consent of a Subscriber still holding Shares, then the Company shall issue, for each such occasion, additional shares of Common Stock to such Subscriber so that the average per share purchase price of the shares of Common Stock issued to such Subscriber is equal to such other lower price per share. The delivery to the Subscriber of the additional shares of Common Stock shall be not later than the closing date of the transaction giving rise to the requirement to issue additional shares of Common Stock. The Subscriber is granted the registration rights described in Section 11 hereof in relation to such additional shares of Common Stock except that the Filing Date and Effective Date vis-a-vis such additional common shares shall be, respectively, the sixtieth (60th) and one hundred and twentieth (120th) date after the closing date giving rise to the requirement to issue the additional shares of Common Stock. For purposes of the issuance and adjustment 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 of any warrant, right or option to purchase Common Stock shall result in the issuance of the additional shares of Common Stock upon the issuance of such convertible security, warrant, right or option and again 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 then purchase price per share of the shares of Company Stock. The Subscriber is also granted the right to accept vis-a-vis any term or condition of the Offering, any term of the subsequent offering that Subscriber deems more favorable than the term or condition of the Offering.
Favored Nations Provision. The Company and the Holder acknowledge that the Proposed Financing Transaction would trigger the obligation of the Company under Section 8(b) of the Certificate of Designation and Section 2(d) of the Subscription Agreement to issue the Holder such additional shares of Preferred Stock such that the Holder would hold such number of shares of Preferred Stock had the Holder paid a per share price equal to the per share price in the Proposed Financing Transaction. Notwithstanding the foregoing, the Holder hereby waives any obligation of the Company to issue the Holder additional shares of Preferred Stock (or to amend the Certificate of Designation in connection therewith) and the Company shall, at the Conversion Time, issue such number of shares of Common Stock to the Holder that the Holder would have received had the Company consummated the Proposed Financing Issuance (such shares of Common Stock which are set forth on Annex A hereto, the “Adjustment Shares”), subject to the provisions of Section 4(b) and 4(e) herein.
Favored Nations Provision. In the event that at any time a Note is outstanding, the Company shall for any reason (other than in connection with employee stock options or as full or partial consideration in connection with any merger, consolidation or purchase of the securities or assets of any corporation or other entity (an "Acquisition") issue any Common Stock or securities convertible into or exercisable for shares of Common Stock to any person, firm or corporation at price per share or conversion or exercise price per share which shall be lower than the Conversion Price of the Common Shares issuable upon conversion of the Note, then and in such event the per share Conversion Price set forth in the Note shall be automatically reduced to such lower per share purchase price, exercise price or conversion price, as the case may be.
Favored Nations Provision. In the event District contracts with one of District’s other Licensees for a more beneficial (to Licensee) indemnification provision, District agrees to give Licensee the option to enter into the same or similar indemnification provision.
Favored Nations Provision. Other than in connection with Excepted Issuances, if at any time during the period beginning on the Closing Date and ending two (2) years thereafter, the Company shall issue 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 $0.05 per share (the “Lower Price Issuance”), then the Company shall issue such additional Units such that the Subscriber shall hold that number of Units, in total, had such Subscriber purchased the Units with a Purchase Price equal to the Lower Price Issuance. 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 $0.001 per share of Common Stock. Notwithstanding anything herein or in any other agreement to the contrary, the Company shall only be required to make a single adjustment with respect to any Lower Price Issuance, regardless of the existence of multiple bases therefore.
Favored Nations Provision. If, at any time a Debenture or Warrant is outstanding or Registrable Securities are not then registered in an effective Registration Statement for unrestricted resale as required by the Registration Rights Agreement, the Company shall issue or agree to issue any Common Stock or securities convertible into or exercisable for shares of Common Stock to any Person, firm or corporation at a price per share or conversion or exercise price per share which shall be less than the conversion, or upon any other term more favorable to such other investor, without the consent of a Holder still holding Securities, then the Holder is granted the right to modify any term or condition of the Transaction Documents to be the same as any term of the subsequent offering that such Holder deems more favorable than the term or condition of the Transaction Documents. The rights of the Holder set forth in this Section are in addition to any other rights the Holder has pursuant to the Transaction Documents.
