No Dilutive Issuances Before Settlement of a Pending Purchase. None of the Company or any Subsidiary shall issue, sell or grant any right, option or warrant to purchase, or issue, sell or grant any right to reprice (or reset the purchase price therefor), or otherwise dispose of for cash (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any existing agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant of any option or warrant to purchase or other disposition for cash (or any agreement, plan or arrangement therefor), at any time during the period beginning on the Trading Day immediately preceding the applicable Purchase Exercise Date for a Purchase and ending on the applicable Purchase Settlement Date for such Purchase (each such period for each Purchase, a “Reference Period”), any Common Stock or Common Stock Equivalents, at an effective price per share of Common Stock less than the applicable Purchase Price per Share (such price, the “Reference Price”) to be to be paid by the Investor in such Purchase effected during such Reference Period (each such issuance, a “Dilutive Issuance”), other than an Exempt Issuance (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share of Common Stock that is less than the applicable Reference Price, such issuance shall be deemed to have occurred for less than the applicable Reference Price on such date of the Dilutive Issuance at such effective price). If the Company enters into a Variable Rate Transaction during the Reference Period involving the issuance of Common Stock Equivalents having a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Stock at any time after the initial issuance of such Common Stock Equivalents, the Company shall be deemed to have issued, as of the date the Common Stock Equivalents were issued (whether or not such Common Stock Equivalents are then immediately exercisable or convertible), the Common Stock underlying such Common Stock Equivalents at the lowest possible conversio...
No Dilutive Issuances Before Settlement of a Pending Purchase. None of the Company or any Subsidiary shall issue, sell or grant any right, option or warrant to purchase, or issue, sell or grant any right to reprice (or reset the purchase price therefor), or otherwise dispose of for cash (or enter into any agreement, plan or arrangement contemplating any of the foregoing, or seek to utilize any existing agreement, plan or arrangement to effect any of the foregoing), or announce any offer, issuance, sale or grant of any option or warrant to purchase or other disposition for cash (or any agreement, plan or arrangement therefor), at any time during (i) the period beginning on the Trading Day immediately preceding each Fixed Purchase Date for a Fixed Purchase and ending on and including the third (3rd) Trading Day after the later of (1) the Fixed Purchase Settlement Date for such Fixed Purchase and (2) such later Trading Day after such Fixed Purchase Settlement Date on which such Fixed Purchase is fully settled in accordance with this Agreement, (ii) the period beginning on the Trading Day immediately preceding each VWAP Purchase Exercise Date for a VWAP Purchase and ending on and including the third (3rd) Trading Day after the later of (1) the VWAP Purchase Settlement Date for such VWAP Purchase and (2) such later Trading Day after such VWAP Purchase Settlement Date on which such VWAP Purchase is fully settled in accordance with this Agreement, and (iii) the period beginning on the Trading Day immediately preceding each Additional VWAP Purchase Exercise Date for an Additional VWAP Purchase and ending on and including the third (3rd) Trading Day after the later of (1) the Additional VWAP Purchase Settlement Date for such Additional VWAP Purchase and (2) such later Trading Day after such Additional VWAP Purchase Settlement Date on which such Additional VWAP Purchase is fully settled in accordance with this Agreement (each such period for each Fixed Purchase, each VWAP Purchase and each Additional VWAP Purchase, a “Reference Period”), any Common Stock or Common Stock Equivalents, at an effective price per share of Common Stock less than the applicable Fixed Purchase Price per Share for such Fixed Purchase, the applicable VWAP Purchase Price per Share for such VWAP Purchase, or the applicable Additional VWAP Purchase Price per Share for such Additional VWAP Purchase (as applicable) (such price, the “Reference Price”) to be to be paid by the Investor in such Fixed Purchase, VWAP Purchase and Additional VWAP Purchase (as applic...
