Common use of Required Adjustments Clause in Contracts

Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the period ending on the later of (i) thirty-six (36) months following the Closing Date or (ii) thirty-three (33) months following the effective date of the Registration Statement contemplated by the Registration Rights Agreement (the "MFN Period"), the Company sells any shares of its Common Stock at a per share selling price ("Per Share Selling Price") lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares originally sold to an Investor hereunder shall be adjusted downward to equal such lower Per Share Selling Price and such 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 originally acquired by it hereunder, such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by the Investor as provided in Section 7.1(c). For so long as such Investor owns 51% or more of the Shares originally acquired by such Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The Company shall give to each Investor written notice of any such sale within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale.

Required Adjustments. Subject to the exclusions contained in Section 7.1(f2.5(f) below, if during the period ending on the later of (i) thirtytwenty-six one (3621) months following the Closing Date or and (ii) thirty-three eighteen (3318) months following the effective date of the Registration Statement contemplated by the Registration Rights Agreement Effective Date (the "MFN PeriodPERIOD"), the Company sells any shares of its Common Stock in a capital raising transaction at a per share selling price ("Per Share Selling Price") Price lower than the applicable Purchase Price per share set forth in Section 2 2.1 hereof, then both (A) the Purchase Price per share of the Common Shares originally sold to an Investor the Investors hereunder and then owned by them or their assignees who acquired such Common Shares in compliance with Article XI and (B) the Exercise Price of the Warrants then unexercised shall be adjusted downward to equal such lower Per Share Selling Price and such Investor Investors 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 512.5(c) and additional Warrants equal to 15% of the Shares originally acquired by it hereunder, such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by the Investor as provided in Section 7.1(c). For so long as such Investor owns 51% or more of the Shares originally acquired by such Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1shares. The Company shall give to each Investor the Investors written notice of any such sale within 24 hours of the closing of any such sale sale. The Investors shall be entitled to additional shares only with respect to the number of Common Shares and shall within Warrant Shares originally acquired and still then owned by such 24 hour period issue a press release announcing such saleInvestor on the date of adjustment as provided in Section 2.5(c).

Required Adjustments. Subject to the exclusions -------------------- contained in Section 7.1(f) below, if during the period ending on the later of (i) thirtytwenty-six four (3624) months following the Closing Date or (ii) thirtytwenty-three one (3321) months following the effective date of the Registration Statement contemplated by the Registration Rights Agreement (the "MFN Period"), the Company sells any shares of its Common Stock at a per share selling price ("Per Share Selling Price") lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares originally sold to an Investor the Investors hereunder shall be adjusted downward to equal such lower Per Share Selling Price and such each Investor shall be entitled to receive the additional shares as provided by Section 7.1(c); provided, however, that in the event if the Investor then owns less than 5170% of the Shares originally acquired by it hereunder, such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by the Investor as provided in Section 7.1(c). For so long as such any Investor owns 5170% or more of the Shares originally acquired by such Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The Company shall give to each Investor the Investors written notice of any such sale within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale.

Required Adjustments. Subject to the exclusions contained in Section 7.1(f) below, if during the period ending on the later of (i) thirty-six (36) months following the Closing Date or (ii) thirty-three (33) months following the effective date of the Registration Statement contemplated by the Registration Rights Agreement (the "MFN Period"), the Company sells any shares of its Common Stock at a per share selling price ("Per Share Selling Price") lower than the Purchase Price per share set forth in Section 2 hereof, the Purchase Price per share of the Shares originally sold to an Investor hereunder shall be adjusted downward to equal such lower Per Share Selling Price and such 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 originally acquired by it hereunder250,000 Shares, such Investor shall be entitled to additional shares only with respect to the number of Shares originally acquired and then owned by the Investor as provided in Section 7.1(c). For so long as such Investor owns 51% or more of the at least 250,000 Shares originally acquired by such Investor hereunder, the Investor shall be entitled to the full benefit of the Purchase Price adjustment required by this Section 7.1. The Company shall give to each Investor written notice of any such sale within 24 hours of the closing of any such sale and shall within such 24 hour period issue a press release announcing such sale.