Common use of Favored Nations Provision Clause in Contracts

Favored Nations Provision. Except for the Excepted Issuances, if -------------------------- at any time Notes or Warrants is outstanding, if the Company shall issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in respect of the Shares, or if less than the Warrant exercise price in respect of the Warrant Shares, without the consent of each Subscriber holding Notes, Shares, Warrants, or Warrant Shares, the Conversion Price and Warrant Exercise Price shall automatically be reduced to such other lower price per share. Additionally, if the Company shall, issue or agree to issue any of the aforementioned services to any person, firm or corporation at terms deemed by Subscriber to be more favorable to the other investor than the terms or conditions of this Offering, then Subscriber is granted the right to modify any such term or condition of the Offering to be the same as any such term or condition of any subsequent offering. The rights of the Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith. (d)

Favored Nations Provision. Except for Other than in connection with the Excepted Issuances, if -------------------------- at any time Notes or the Warrants is are outstanding, if the Company shall issue or agree to or issue (the “Lower Price Issuance”) any common stock Common Stock or securities convertible into convertible, exercisable or exercisable exchangeable for shares of common stock Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in respect of the Shares, or if less than the Warrant exercise price in respect of the Warrant SharesExercise Price, without the consent of each Subscriber holding NotesSubscriber, Shares, Warrants, or Warrant Shares, then the Conversion Price and Warrant Exercise Price shall automatically be reduced to such other lower price per shareprice. AdditionallyFor purposes of the issuance and adjustment described in this paragraph, if the issuance of any security of the Company shall, issue or agree to issue any of the aforementioned services to any person, firm or corporation at terms deemed by Subscriber to be more favorable to the other investor than the terms or conditions of this Offering, then Subscriber is granted carrying the right to modify convert such security into shares of Common Stock or of any such term warrant, right or condition option to purchase Common Stock shall result in the reduction of the Offering Exercise Price upon the sooner of the agreement to be the same as or actual issuance of such convertible security, warrant, right or option and again at any such term or condition of time upon any subsequent offeringissuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Warrant Exercise Price in effect upon such issuance. The rights of the each Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewithherewith or to which such Subscriber and Company are parties. (d)The Company will not engage in a Lower Price Issuance if the Company’s compliance with this Section 12(a) could result in a violation of the Nasdaq Marketplace Rules.

Favored Nations Provision. Except for Until the sooner of 180 days from the Actual Effective Date of the Registration Statement, provided the Approval has been obtained or is not required by the applicable NASD Market Place Rules and/or Nasdaq’s corporate governance rules, or the date the Notes have been paid, other than in connection with the Excepted Issuances, if -------------------------- at any time Notes or Warrants is outstanding, if the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of common stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in respect of the Shares, or if less than the Warrant exercise price in respect of the Warrant Shares, without the consent of each Subscriber holding Notes, Shares, Warrants, or Warrant Shares, the Conversion Price and Warrant Exercise Price shall automatically be reduced to such other lower price per shareissue price. AdditionallyFor purposes of the issuance and adjustment described in this paragraph, if the issuance of any security of the Company shall, issue or agree to issue any of the aforementioned services to any person, firm or corporation at terms deemed by Subscriber to be more favorable to the other investor than the terms or conditions of this Offering, then Subscriber is granted carrying the right to modify convert such security into shares of Common Stock or of any such term warrant, right or condition option to purchase Common Stock shall result in the reduction of the Offering Conversion Price upon the sooner of the agreement to be the same as or actual issuance of such convertible security, warrant, right or option and again at any such term or condition of time upon any subsequent offeringissuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price in effect upon such issuance. The rights of the Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the Note, any Transaction Document, and any other agreement referred to or entered into in connection herewith. (d).

Favored Nations Provision. Except for Other than in connection with the Excepted Issuances, if -------------------------- at any time Notes for so long as Preferred Stock or Warrants is are outstanding, if the Company shall offer, issue or agree to issue any common stock Common Stock or securities convertible into or exercisable for shares of common stock Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than the Conversion Price in respect of the SharesPreferred Stock, or if less than the Warrant exercise price in respect of the Warrant SharesWarrants, without the consent of each Subscriber holding Notes, Shares, Preferred Stock or Warrants, or Warrant Shares, the Conversion Price of the Preferred Stock and the Warrant Exercise Price exercise price shall automatically be reduced to such other lower price per shareprice. AdditionallyFor purposes of the adjustment described in this paragraph, if the issuance of any security of the Company shall, issue or agree to issue any of the aforementioned services to any person, firm or corporation at terms deemed by Subscriber to be more favorable to the other investor than the terms or conditions of this Offering, then Subscriber is granted carrying the right to modify convert such security into shares of Common Stock or of any such term warrant, right or condition option to purchase Common Stock shall result in the reduction in the Conversion Price and Exercise Price, if applicable, upon the sooner of the Offering agreement to be the same as or actual issuance of such convertible security, warrant, right or option and again at any such term or condition of time upon any subsequent offeringissuances of shares of Common Stock upon exercise of such conversion or purchase rights if such issuance is at a price lower than the Conversion Price or Warrant exercise price in effect upon such issuance. The rights of the Subscriber set forth in this Section 12 are in addition to any other rights the Subscriber has pursuant to this Agreement, the NoteCertificate of Designation, any Transaction Document, and any other agreement referred to or entered into in connection herewith. (d), and at law, equity or otherwise.