Common use of Favored Nations Provision Clause in Contracts

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. 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 Other than in connection with the Excepted Issuances, for so long as Preferred Stock or Warrants are outstanding, if the Company shall offer, issue or agree to issue any common stock Common Stock or securities convertible into or exercisable for shares of common stock 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 Preferred Stock, or if less than the Warrant exercise price in respect of the Warrants, without the consent of each Subscriber holding NotesPreferred Stock or Warrants, the Conversion Price of the Preferred Stock and the Warrant exercise price shall automatically 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 in the Conversion Price and Exercise Price, if applicable, 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 or Warrant exercise 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 NoteCertificate of Designation, any Transaction Document, and any other agreement referred to or entered into in connection herewith, and at law, equity or otherwise.

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 Other than in connection with the Excepted Issuances, if at any time the Notes or Warrants are outstanding, the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any common stock Common Stock or securities convertible into or exercisable for shares of common stock 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 price in effect at such time, without the consent of each Subscriber holding Notesthe Subscribers, then the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower price. The average Conversion Price of the Conversion Shares and average exercise price in relation to the Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue pricewill be deemed issuable or to have been issued for $0.0001 per share of Common Stock. For purposes of the issuance and adjustment 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 of any warrant, right or option to purchase Common Stock shall result in the reduction issuance of the Conversion Price additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option 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 or Warrant exercise price in effect upon such issuance. The rights of the Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any other Transaction Document, and any other agreement referred to or entered into in connection herewithherewith or to which Subscribers and Company are parties.

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 Except for the Excepted Issuances, if -------------------------- at any time Notes or Warrants is outstanding, 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 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, the Conversion Price and Warrant Exercise Price shall automatically be reduced to such other lower price per share. Additionally, if the Company shall, issue price. For purposes or agree to issue any of the issuance and adjustment described in aforementioned services to any person, firm or corporation at terms deemed by Subscriber to be more favorable to the other investor than the terms or conditions of this paragraphOffering, the issuance of any security of the Company carrying then Subscriber is granted the right to convert modify any such security into shares term or condition of Common Stock the Offering to be the same as any such term or condition 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 issuanceoffering. 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.. (d)

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 Other than in connection with the Excepted Issuances, if at any time the Warrants are outstanding, the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any common stock Common Stock or securities convertible into convertible, exercisable or exercisable exchangeable for shares of common stock 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 Warrant Exercise Price, without the consent of each Subscriber holding NotesSubscriber, then the Conversion Warrant Exercise Price shall automatically 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 Exercise 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 Warrant Exercise Price in effect upon such issuance. The rights of the each 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 herewithherewith or to which such Subscriber and Company are parties. The Company will not engage in a Lower Price Issuance if the Company’s compliance with this Section 12(a) could result in a violation of the Nasdaq Marketplace Rules.

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 Other than in connection with the Excepted Issuances, if at any time Notes or Warrants are outstanding the Company shall offer, issue or agree to issue any common stock Common Stock or securities convertible into or exercisable for shares of common stock 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, the Conversion Price and Warrant exercise price shall automatically be reduced to such other lower issue priceprice as provided in the Notes and the Warrants. 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 adjustment described in this Paragraph upon the sooner of the written 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 or Warrant exercise 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. 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 Other than in connection with the Excepted Issuances, if at any time the Notes or Warrants are outstanding, the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any common stock Common Stock or securities convertible into or exercisable for shares of common stock 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 price in effect at such time, without the consent of each Subscriber holding Notesthe Subscribers, then the Conversion Price and Warrant exercise price shall automatically 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 The average Purchase Price of the Conversion Price upon Shares and average exercise price in relation to the sooner Warrant Shares shall be calculated separately for the Conversion Shares and Warrant Shares. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of the agreement issue will be deemed issuable or to or actual issuance of such convertible security, warrant, right or option and again at any time upon any subsequent issuances of shares have been issued for $0.001 per share 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 issuanceStock. The rights of the Subscriber Subscribers set forth in this Section 12 are in addition to any other rights the Subscriber has Subscribers have pursuant to this Agreement, the NoteNotes, Warrants, any Transaction Document, and any other agreement referred to or entered into in connection herewithherewith or to which Subscriber and Company are parties.

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 Other than in connection with the Excepted Issuances, if at any time the Debentures are outstanding, the Company shall offer, issue or agree to or issue (the “Lower Price Issuance”) any common stock Common Stock or securities convertible into or exercisable for shares of common stock 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 each Subscriber holding Notesthe Purchasers, then the Conversion Price shall automatically be reduced to such other lower price. Provided the Recapitalization is fully effectuated prior to November 1, 2010, the reduction of the Conversion Price made in connection with a Lower Price Issuance shall not be to less than (i) 40% of the actual initial Conversion Price in effect on the date of the Lower Price Issuance, but for the application of then Lower Price Issuance adjustment without giving effect to the Recapitalization, or (ii) $0.10, whichever is less. Common Stock issued or issuable by the Company for no consideration or for consideration that cannot be determined at the time of issue pricewill be deemed issuable or to have been issued for $0.0001 per share of Common Stock. For purposes of the issuance and adjustment 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 of any warrant, right or option to purchase Common Stock shall result in the reduction issuance of the Conversion Price additional shares of Common Stock upon the sooner of the agreement to or actual issuance of such convertible security, warrant, right or option 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 the Subscriber Purchasers set forth in this Section 12 are in addition to any other rights the Subscriber has Purchasers have pursuant to this Exchange Agreement, the NoteDebentures, any other Transaction Document, and any other agreement referred to or entered into in connection herewithherewith or to which Purchasers and Company are parties.