Common use of Required Adjustments Clause in Contracts

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

Required Adjustments. Subject to the exclusions contained in Section 7.1(e7.1(f) below, if during the period ending on the later of thirty MFN Period (30defined below) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following the date of this agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a Per Share Selling Price (as defined below) lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares sold to the Investor Investors hereunder shall be adjusted downward to equal such lower Per Share Selling Price and Investor Investors shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the an Investor then owns less than 5165% of the Shares acquired by it hereunder, the such Investor shall be entitled to additional shares only with respect to the number of Shares then owned by the such Investor as provided in Section 7.1(c). The Company shall give to the Investor Investors written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the an Investor owns 5165% or more of the Shares originally acquired by the such Investor hereunder, the such Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The term "Shares" as used in this Agreement shall include shares issued to the Investors pursuant to this Section 7.1.

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

Required Adjustments. Subject to the exclusions -------------------- contained in Section 7.1(e7.1(f) below, if during the period ending on the later of thirty MFN Period (30defined below) months following the effective date of the Registration Statement referred to in Section 7.2 below and thirty three (33) months following the date of this agreement (the "MFN Period"), the Company issues or sells any shares of its Common Stock at a Per Share Selling Price (as defined below) lower than the Purchase Price per share set forth in Section 2 2.1 hereof, the Purchase Price per share of the Shares sold pursuant to the Investor hereunder Section 2.1 shall be adjusted downward to equal such lower Per Share Selling Price and Investor Investors shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event the an Investor then owns less than 5170% of the Shares previously acquired by it hereunderhereunder on the Closing Date, the such Investor shall be entitled to additional shares only with respect to the number of Shares then owned by such Investor from the Investor as provided in Section 7.1(c)Closing. The Company shall give to the Investor Investors written notice of any such sale within 24 hours of the closing of any such issuance or sale. For so long as the an Investor owns 5170% or more of the Shares originally acquired by such Investor hereunder in the Investor hereunderClosing, the such Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The term "Shares" as used in this Agreement shall include shares issued to the Investors pursuant to this Section 7.1.