Common use of Adjustment Upon Qualified Financing Clause in Contracts

Adjustment Upon Qualified Financing. If, pursuant to a Qualifying Equity Financing (as defined below), the Company sells: (i) common stock (or any instrument convertible, exercisable or exchangeable for common stock) at a price per share (or exercise price or conversion price, as the case may be) less than the Strike Price, then each Warrant Certificate shall be automatically deemed adjusted such that each such Warrant Certificate shall thereafter represent Warrants to purchase the same number of shares of Warrant Securities but at a price per share equal to the price per share (or exercise price or conversion price, as the case may be) of common stock offered in the Qualifying Equity Financing; or (ii) preferred stock (or any instrument convertible, exercisable or exchangeable for preferred stock) at a price per share (or exercise price or conversion price, as the case may be) equal to or less than the Strike Price, then each Warrant Certificate shall be adjusted such that each such Warrant Certificate shall thereafter represent Warrants to purchase the same number of shares but of the preferred stock offered in the Qualified Financing at a price per share equal to the price per share (or exercise price or conversion price, as the case may be) offered in the Qualifying Equity Financing. A "Qualifying Equity Financing" shall mean an equity financing in which the Company sells shares of common stock or preferred stock (or any instrument convertible, exercisable or exchangeable for common stock or preferred stock) and obtains net proceeds (including conversion of all outstanding convertible notes) in an amount not less than Two Million Dollars ($2,000,000).