Common use of Subsequent Rights Offerings Clause in Contracts

Subsequent Rights Offerings. If Borrower, at any time within six (6) months of the Issuance Date, shall issue rights, options or warrants to all holders of Common Stock (and not to Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Lowest Closing Price on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued (assuming delivery to Borrower in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Price. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of the Issuance Datewhile a Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe registered holders of the Warrants) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price VWAP on the record date referenced mentioned below, then then, the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If BorrowerUnless an adjustment is otherwise made pursuant to Section 5(b), if the Company, at any time within six (6) months of the Issuance Datewhile this Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Lowest Closing Price VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrantswarrants (provided that if such rights, options or warrants are not in fact issued, then such adjustment shall be reversed upon notice to the Holder of the termination of such proposed issuance as to any unconverted principal amount at the time of such cancellation of issuance).

Subsequent Rights Offerings. If Borrowerthe Issuer, at any time within six (6) months of the Issuance Datewhile this Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on average of the 5 VWAPs immediately prior to the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Issuer in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Priceaverage of the VWAPs. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price closing price of the Common Stock on the record date referenced mentioned below, then then, the Conversion Purchase Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Priceclosing price. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Issuer, at any time within six (6) months of the Issuance Datewhile this Note is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders on an as-exercised basis) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, then then, unless adjustment is required pursuant to Section 3(b) above, the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Issuer in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price VWAP on the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights 1 NTD: 20% of the closing bid price of the Common Stock on the date prior to the execution of the SPA. rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateDebenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Lowest Closing Price VWAP on the record date referenced below, then, unless waived in writing by Holders of at least 67% of the Principal Amount then outstanding of the Debentures, the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six prior to the third (63rd) months anniversary of the Issuance Closing Date, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price VWAP on the record date referenced mentioned below, then then, the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateDebenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (such rights, options or warrants, without regard to exercise price, the “Purchase Rights”) (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Lowest Closing Price VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants that are not Common Stock Equivalents subject to Section 3(b) to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered that are subsequently issued in connection with such offering for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so issued (assuming delivery to Borrower upon receipt by the Company in full of all consideration payable paid by the holders of the Common Stock upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Exercise Price on the record date referenced mentioned below, then then, the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Exercise Price. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price closing bid price of the Common Stock on the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Priceclosing bid price of the Common Stock. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, then, unless waived in writing by Holders holding Warrants at least equal to 67% of the Warrant Shares issuable upon exercise of all then outstanding Warrants, the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock or Common Stock Equivalents at a price Net Consideration per share that is lower Share less than the Lowest Closing Price on VWAP at the record date referenced belowmentioned below (it being understood that if such Net Consideration per Share with respect to such issuance is less than the then applicable Exercise Price, then such issuance shall be subject to Section 3(b)), then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six while the Debenture is outstanding, after failing to deliver notice to Holder in accordance with Section 4(g)(ii) hereof (6) months of the Issuance DateNotice to Allow Conversion by Holder), shall issue rights, options or warrants to all holders of Common Stock (and not to Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, then the Conversion Set Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants warrants, plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of the Issuance Datewhile a Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe registered holders of the Warrants) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price VWAP on the record date referenced mentioned below, then then, the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. 4.3.

Subsequent Rights Offerings. If BorrowerUnless Holders holding at least 51% of the Warrant Shares underlying the then outstanding Warrants shall otherwise consent in writing, if the Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock Ordinary Shares (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, but greater than the then effective Exercise Price (any such issuances below the Exercise Price shall be subject to Section 3(b), not this Section), then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock Ordinary Shares outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock Ordinary Shares offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock Ordinary Shares outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateDebentures are outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock (collectively, the “Rights”) at a price per share that is lower than the Lowest Closing Price VWAP on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. Alternatively, at the sole determination of the Holder, in lieu of such adjustment, the Holder shall have the right to elect to receive the Rights otherwise receivable by such Holder had the Conversion Shares been issued to the Holder and outstanding as of the applicable record date.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateDebenture is outstanding, shall issue rights, options or warrants to all holders Holder of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Lowest Closing Conversion Price on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Conversion Price. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateDebenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower than the Lowest Closing Conversion Price on the record date referenced below, then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Conversion Price. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If BorrowerUnless Holders holding at least 51% of the Warrant Shares underlying the then outstanding Warrants and Series D Common Stock Purchase Warrants issued pursuant to the Purchase Agreement (the “Series D Warrants”) shall otherwise consent in writing, if the Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of prior to the Issuance Termination Date, shall issue rights, options or warrants to all holders of Common Stock (and not to the Holder) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Exercise Price on the record date referenced belowmentioned below in this Section 3(c), then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing that price per share which is less than the Exercise Price. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateDebenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock Ordinary Shares (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share that is lower than the Lowest Closing Price VWAP on the record date referenced below, but greater than the then effective Conversion Price (any such issuances below the Conversion Price shall be subject to Section 5(b), not this Section), then the Conversion Price shall be multiplied by a fraction of which the denominator shall be the number of shares of the Common Stock Ordinary Shares outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock Ordinary Shares offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock Ordinary Shares outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six during the sixty (660) months of month period commencing on the Issuance Datedate hereof, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on Fair Market Value at the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceFair Market Value. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(c) in respect of an Exempt Issuance.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six prior to the later of (6i) months the three year anniversary of the Issuance DateClosing Date or (ii) the date the Debentures are no longer outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on VWAP at the record date referenced mentioned below, then then, the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing PriceVWAP. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company or any subsidiary thereof, as applicable, at any time within six (6) months of following the Issuance Date, Initial Exercise Date shall issue rights, options or warrants to all holders of Common Stock (and not to HolderHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price on closing price at the record date referenced mentioned below, then the Conversion Exercise Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Priceclosing price. Such adjustment shall be made whenever such rights or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.

Subsequent Rights Offerings. If Borrowerthe Company, at any time within six (6) months of while the Issuance DateWarrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to Holderthe Holders) entitling them to subscribe for or purchase shares of Common Stock at a price per share that is lower less than the Lowest Closing Price closing price of the Common Stock on the record date referenced mentioned below, then then, the Conversion Purchase Price shall be multiplied by a fraction fraction, of which the denominator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be the number of shares of the Common Stock outstanding on the date of issuance of such rights rights, options or warrants plus the number of shares which the aggregate offering price of the total number of shares issued so offered (assuming delivery to Borrower receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such Lowest Closing Priceclosing price. Such adjustment shall be made whenever such rights rights, options or warrants are issued, other than to officers and directors under equity incentive plans approved by the board of directors, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.. (c)