Common use of Required Adjustments Clause in Contracts

Required Adjustments. Subject to the exclusions contained in Section 7.1(e) below, if during the period ending on the later of thirty (30) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following the date of this agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a Per Share Selling Price (as defined below) lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares sold to the Investor hereunder shall be adjusted downward to equal such lower Per Share Selling Price and Investor shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the Investor then owns less than 51% of the Shares acquired by it hereunder, the Investor shall be entitled to additional shares only with respect to the number of Shares then owned by the Investor as provided in Section 7.1(c). The Company shall give to the Investor written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the Investor owns 51% or more of the Shares originally acquired by the Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1.

Required Adjustments. Subject to the exclusions contained in Section 7.1(e2.5(f) below, if during the period ending on the later of thirty (30i) twenty-one (21) months following the effective date of the Registration Statement referred to in Section 7.2 below Closing Date and thirty three (33ii) eighteen (18) months following the date of this agreement Effective Date (the "MFN PeriodPERIOD"), the Company issues or sells any shares of its Common Stock in a capital raising transaction at a Per Share Selling Price (as defined below) lower than the applicable Purchase Price per share set forth in Section 2 2.1 hereof, then both (A) the Purchase Price per share of the Common Shares sold to the Investor Investors hereunder and then owned by them or their assignees who acquired such Common Shares in compliance with Article XI and (B) the Exercise Price of the Warrants then unexercised shall be adjusted downward to equal such lower Per Share Selling Price and Investor Investors shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the Investor then owns less than 512.5(c) and additional Warrants equal to 15% of the Shares acquired by it hereunder, the Investor shall be entitled to additional shares only with respect to the number of Shares then owned by the Investor as provided in Section 7.1(c)shares. The Company shall give to the Investor Investors written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the Investor owns 51% or more of the Shares originally acquired by the Investor hereunder, the Investor The Investors shall be entitled to additional shares only with respect to the full benefit number of Common Shares and Warrant Shares originally acquired and still then owned by such Investor on the Purchase Price date of adjustment required by this as provided in Section 7.12.5(c).

Required Adjustments. Subject to the exclusions contained in Section 7.1(e7.1(f) below, if during the period ending on the later of thirty (30i) thirty-six (36) months following the Closing Date or (ii) thirty-three (33) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following contemplated by the date of this agreement Registration Rights Agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a per share selling price ("Per Share Selling Price (as defined belowPrice") lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares originally sold to the an Investor hereunder shall be adjusted downward to equal such lower Per Share Selling Price and such Investor shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the Investor then owns less than 51% of the Shares originally acquired by it hereunder, the such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by the Investor as provided in Section 7.1(c). The Company shall give to the Investor written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the such Investor owns 51% or more of the Shares originally acquired by the such Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The Company shall give to each Investor written notice of any such sale within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale.

Required Adjustments. Subject to the exclusions contained in Section 7.1(e7.1(f) below, if during the period ending on the later of thirty (30i) thirty-six (36) months following the Closing Date or (ii) thirty-three (33) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following contemplated by the date of this agreement Registration Rights Agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a per share selling price ("Per Share Selling Price (as defined belowPrice") lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares originally sold to the an Investor hereunder shall be adjusted downward to equal such lower Per Share Selling Price and such Investor shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the Investor then owns less than 51% of the Shares acquired by it hereunder250,000 Shares, the such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by the Investor as provided in Section 7.1(c). The Company shall give to the Investor written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the such Investor owns 51% or more of the at least 250,000 Shares originally acquired by the such Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The Company shall give to each Investor written notice of any such sale within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale.

Required Adjustments. Subject to the exclusions -------------------- contained in Section 7.1(e7.1(f) below, if during the period ending on the later of thirty (30i) twenty-four (24) months following the Closing Date or (ii) twenty-one (21) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following contemplated by the date of this agreement Registration Rights Agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a per share selling price ("Per Share Selling Price (as defined belowPrice") lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares originally sold to the Investor Investors hereunder shall be adjusted downward to equal such lower Per Share Selling Price and each Investor shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event if the Investor then owns less than 5170% of the Shares originally acquired by it hereunder, the such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by the Investor as provided in Section 7.1(c). The Company shall give to the Investor written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the any Investor owns 5170% or more of the Shares originally acquired by the such Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.17. 1. The Company shall give to the Investors written notice of any such sale within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale.