Minimum Acceptable Price Clause Samples

Minimum Acceptable Price. (i) With respect to each Advance Notice, the Company may notify the Investor of the MAP with respect to such Advance by indicating a MAP on such Advance Notice. If no MAP is specified in an Advance Notice, then no MAP shall be in effect in connection with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance Notice with a MAP, the VWAP of the Common Shares is below the MAP in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one third (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Adjusted Advance Amount) shall be automatically increased by such number of Common Shares (the “Additional Shares”) equal to the greater of (a) the number of Common Shares sold by the Investor on such Excluded Day(s), if any, or (b) such number of Common Shares elected to be subscribed for by the Investor, and the subscription price per share for each Additional Share shall be equal to the MAP in effect with respect to such Advance Notice multiplied by 97%, provided that this increase shall not cause the total Advance [Shares] to exceed the amount set forth in the applicable Advance Notice or any limitations set forth in Section 2.01(c).

Minimum Acceptable Price. In connection with each Advance Notice, the Company may indicate a minimum acceptable price (the “Minimum Acceptable Price”); provided, however that a Minimum Acceptable Price shall never be more than 95% of the last closing price of the Ordinary Shares on the TASE at the time the Company delivers an Advance Notice. Upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, (i) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% for each TASE Trading Day during the Pricing Period that the VWAP of the Ordinary Shares is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares to be delivered to the Investor at the Closing (in accordance with Section 2.02 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (a) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any Ordinary Shares corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable Price.

Minimum Acceptable Price. (i) With respect to each Advance Notice delivered by the Company selecting a Regular Purchase Pricing Period, the Company may notify the Investor of the minimum price per Advance Share with respect to such Advance (a “Minimum Acceptable Price”) by indicating a Minimum Acceptable Price on the Advance Notice, provided that if no Minimum Acceptable Price is so indicated, then the Minimum Acceptable Price in connection with such Advance Notice shall be equal to the Floor Price then in effect multiplied by 105.3%. If the Company has selected an Accelerated Purchase Pricing Period, the Minimum Acceptable Price with respect to such Advance in connection with such Advance Notice shall be equal the Floor Price then in effect multiplied by 105.3%. Each Trading Day during a Pricing Period that is an Excluded Day, shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by (i) in the event of a Regular Purchase Pricing Period, one-third for each such Excluded Day, (ii) in the event of an Accelerated Purchase Pricing Period, (A) with respect to an Equity Condition Excluded Day, 100% or (B) with respect to a MAP Excluded Day, 16% for each MAP Event in the applicable Accelerated Purchase Pricing Period (the resulting amount of each Advance being the “Excluded Day Adjusted Advance Amount”). For each Trading Day during a Pricing Period that is a MAP Excluded Day, the Minimum Acceptable Price shall be substituted for the VWAP as used in the definition of Market Price in connection with the applicable Pricing Period for such Advance Notice. (ii) The total Advance Shares in respect of each Advance with any Excluded Day(s) (after reductions have been made to arrive at the Excluded Day Adjusted Advance Amount) shall be increased by such number of Common Shares (the “Long Coverage Shares”) equal to such number of Common Shares sold by the Investor during the applicable Pricing Period minus the Excluded Day Adjusted Advance Amount, if any, provided that this increase shall not cause the total Advance Shares to exceed the amount set forth in the original Advance Notice or any limitations set forth in Section 3.02.

Minimum Acceptable Price. Simultaneous with each Advance Notice, the Company shall specify the Minimum Acceptable Price for such Advance. This designation shall operate as a floor for such Advance. The Company shall automatically withdraw a pro rata portion of the Advance Notice amount based on the number of days the closing bid price of the Company's Common Stock (as reported by Bloomberg, L.P.) during the Pricing Period is lower than the Minimum Acceptable Price. The shares of Common Stock issued shall also be reduced to correspond with the reduction in the Advance Notice amount. For example, if the closing bid price of the Company's Common Stock on the Advance Notice Date is $0.90, and the Minimum Acceptable Price as determined by the Company is $0.89, the Advance Notice amount shall be reduced by Twenty Percent (20%) for every day during the Pricing Period that the closing bid price of the Company's common stock is below $0.89.

Minimum Acceptable Price. With respect to each Advance Notice delivered by the Company selecting a Regular Purchase Pricing Period, the Company may notify the Investor of the Minimum Acceptable Price with respect to such Advance by indicating a Minimum Acceptable Price on the Advance Notice. If no Minimum Acceptable Price is specified in an Advance Notice, then no Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance Notice with a Minimum Acceptable Price, the lowest Hourly VWAP of the Common Shares during the applicable Pricing Period is below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP for the Common Shares shall hereinafter be referred to as an “Excluded Day”.

Minimum Acceptable Price. (i) With respect to each Advance Notice, the Company may notify the Investor of the Minimum Acceptable Price with respect to such Advance by indicating a Minimum Acceptable Price on such Advance Notice. If no Minimum Acceptable Price is specified in an Advance Notice, then no Minimum Acceptable Price shall be in effect in connection with such Advance. Each Trading Day during a Pricing Period for which (A) with respect to each Advance Notice with a Minimum Acceptable Price, the VWAP of the Ordinary Shares is below the Minimum Acceptable Price in effect with respect to such Advance Notice, or (B) there is no VWAP (each such day, an “Excluded Day”), shall result in an automatic reduction to the number of Advance Shares set forth in such Advance Notice by one-third (1/3) (the resulting amount of each Advance being the “Adjusted Advance Amount”), and each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price.

Minimum Acceptable Price. (i) With respect to each Advance Notice (A) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% for each Trading Day during the Pricing Period that the VWAP of the Common Stock is below the MAP in effect on such Trading Day (each such day, an “Excluded Day”), and (B) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. (ii) The number of Shares to be issued and delivered to the Investor at each Closing (in accordance with Section 2.02 of this Agreement) with respect to an Advance Notice with a MAP shall be determined based on the Advance Notice amount as reduced pursuant to Section 2.01(b)(i)(A) above, provided however, with respect to each Excluded Day the Investor shall purchase and the Company shall sell Shares (in a total amount for each Excluded Day not to exceed 20% of the amount of the Advance set forth in such Advance Notice) in an amount equal to the number of Shares sold by the Investor on such Excluded Day at a price per share equal to the MAP in effect on such Excluded Day (without any further discount).

Minimum Acceptable Price. The Company shall automatically withdraw a pro rata portion of the Advance Notice amount based on the number of days the closing bid price of the Company's Common Stock (as reported by Bloomberg, L.P.) during the Pricing Period is lower than the Minimum Acceptable Price. The shares of Common Stock issued shall also be reduced to correspond with the reduction in the Advanced Notice amount. For example, if the closing bid price of the Company's Common Stock on the Advance Notice Date is $0.90, and the Minimum Acceptable Price as determined by the Company is $0.89. For every day during the Pricing Period that the closing bid price of the Company's common stock is below $0.89, the Advanced Notice amount shall be reduced by Twenty Percent (20%).

Minimum Acceptable Price. In connection with each Advance Notice, the Company may indicate a minimum acceptable price (the “Minimum Acceptable Price”). Upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, (i) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 33.33% for each Trading Day during the Pricing Period that the VWAP of the Common Stock is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period solely for purposes of determining the Market Price. The number of shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.02 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (i) above, except that, subject to Section 2.01(c) and Section 2.01(d), the Company shall be obligated to sell, and the Investor shall be obligated to purchase, up to that number of shares of Common Stock equal to the amount of any such reduction divided by such Minimum Acceptable Price corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable Price and this exception shall not affect the calculation of the Purchase Price for the Trading Days in the Pricing Period that are not Excluded Days.