Common use of Subsequent Rights Offerings Clause in Contracts

Subsequent Rights Offerings. If the Company, at any time while a Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the Warrants) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on the record date mentioned below, then, the Exercise 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the CompanyBorrower, at any time while a Warrant is outstandingwithin six (6) months of the Issuance Date, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less that is lower than the VWAP Lowest Closing Price on the record date mentioned referenced below, then, then the Exercise Conversion 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered issued (assuming receipt by the Company delivery to Borrower in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPLowest Closing Price. Such adjustment shall be made whenever such rights, options 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 Unless an adjustment is otherwise made pursuant to Section 5(b), if the Company, at any time while a Warrant this Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less that is lower than the VWAP on the record date mentioned referenced below, then, then the Exercise Conversion 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP closing price of the Common Stock on the record date mentioned below, then, the Exercise Purchase 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPclosing price. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the CompanyIssuer, at any time while a this Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on average of the 5 VWAPs immediately prior to the record date mentioned below, then, then the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company Issuer in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPaverage of the VWAPs. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP Exercise Price on the record date mentioned below, then, the Exercise 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPExercise Price. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a the Warrant 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 the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on at the record date mentioned below, then, then the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered issued (assuming 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 VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on the record date mentioned below, then, then the Exercise 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, 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 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 so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a Warrant the Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less that is lower than the VWAP on the record date mentioned referenced below, then, unless waived in writing by Holders of at least 67% of the Exercise Principal Amount then outstanding of the Debentures, the Conversion 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on at the record date 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 Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a Warrant is outstandingprior to the third (3rd) anniversary of the Closing Date, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on the record date mentioned below, then, the Exercise 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP closing bid price of the Common Stock on the record date mentioned below, then, then the Exercise 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPclosing bid price of the Common Stock. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a Warrant the Debenture 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 the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less that is lower than the VWAP on the record date mentioned referenced below, then, then the Exercise Conversion 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the CompanyIssuer, at any time while a Warrant this Note is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders on an as-exercised basis) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on at the record date mentioned below, then, unless adjustment is required pursuant to Section 3(b) above, the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company Issuer in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a Warrant the Debenture is outstanding, after failing to deliver notice to Holder in accordance with Section 4(g)(ii) hereof (Notice to Allow Conversion by Holder), shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on at the record date mentioned below, then, then the Exercise Set 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 rightsrights or warrants, 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a Warrant is prior to the later of (i) the three year anniversary of the Closing 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 the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on at the record date mentioned below, then, the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a Warrant the Debenture is outstanding, shall issue rights, options or warrants to all holders Holder of Common Stock (and not to the registered holders of the WarrantsHolder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less that is lower than the VWAP Conversion Price on the record date mentioned referenced below, then, then the Exercise Conversion 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPConversion Price. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on the record date mentioned belowin the last sentence of this Section 3(c), then, the Exercise 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a Warrant is outstandingduring the sixty (60) month period commencing on the date hereof, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on Fair Market Value at the record date mentioned below, then, then the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPFair Market Value. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a Warrant the Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less that is lower than the VWAP Conversion Price on the record date mentioned referenced below, then, then the Exercise Conversion 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, 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, options or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPConversion Price. Such adjustment shall be made whenever such rights, options or warrants are issued, 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 the Company, at any time while a Warrant is outstandingprior to the Termination Date, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolder) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on the record date Exercise Price mentioned belowbelow in this Section 3(c), then, then the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPthat price per share which is less than the Exercise Price. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a Warrant the Debenture is outstanding, shall issue rights, options or warrants to all holders of Common Stock Ordinary Shares (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share less that is lower than the VWAP on the record date mentioned referenced below, thenbut 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 Exercise Conversion 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a Warrant is the Debentures are outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock (collectively, the “Rights”) at a price per share less that is lower than the VWAP on the record date mentioned referenced below, then, then the Exercise Conversion 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by delivery to the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the CompanyCompany or any subsidiary thereof, as applicable, at any time while a Warrant is outstanding, following the Initial Exercise Date shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on closing price at the record date mentioned below, then, then the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAPclosing price. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 the Company, at any time while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock Ordinary Shares (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock Ordinary Shares at a price per share less than the VWAP on at the record date mentioned below, thenbut 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 Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 Unless 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 while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on at the record date mentioned below, then, then the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, 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 Unless 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 while a the Warrant is outstanding, shall issue rights, options or warrants to all holders of Common Stock (and not to the registered holders of the WarrantsHolders) entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the VWAP on at the record date mentioned below, then, then the Exercise 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, options 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, options rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered (assuming receipt by the Company in full of all consideration payable upon exercise of such rights, options or warrants) would purchase at such VWAP. Such adjustment shall be made whenever such rights, options rights or warrants are issued, and shall become effective immediately after the record date for the determination of stockholders entitled to receive such rights, options or warrants.