Common use of Minimum Acceptable Price Clause in Contracts

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.