Reset Shares Sample Clauses

Reset Shares. (a) If, during the 10 Trading Day period following the earlier of (i) the effective date of the initial Registration Statement or (ii) the 6 month anniversary of the Closing Date (the “Reset Pricing Period”), the average of the VWAPs for such 10 Trading Days is lower than the Per Share Purchase Price (the “Reset VWAP”), then each Purchaser shall be entitled to receive additional shares of Common Stock equal to (a) the number of Shares such purchaser continues to beneficially own as of such date multiplied by the Per Share Purchase Price divided by the Reset VWAP less (b) the number of Shares such Purchaser continues to beneficially own received at such Purchaser’s Closing (the “Reset Shares”), with such maximum number of shares issuable, in the aggregate, to the Purchasers equal to (x) the aggregate Subscription Amount divided by $0.10 (subject to adjustment for forward and reverse stock splits and the like) less (y) the aggregate number of Shares issued on the Closings (the “Maximum Reset Shares”). For the purpose of clarity, if the average of the Reset VWAP is equal to or greater than the Per Share Purchase Price, no Purchaser shall receive any Reset Shares. The Company further agrees to include the Maximum Reset Shares in the Registration Statement. Within three (3) Trading Days immediately following the Reset Pricing Period, the Company shall issue to each Purchaser, without the payment of additional consideration, such Purchaser’s Reset Shares. Notwithstanding anything herein to the contrary, in the event the Registration Statement is then effective the Reset Shares shall be issued pursuant to the Registration Statement free of any restrictions or legends via the DWAC system to a DTC account specified by the Purchaser, and if not, in certificated form. (b) In implementation of the foregoing, to the extent that an issuance of Reset Shares would result in a Purchaser or any of its affiliates beneficially owning in excess of 4.99% (the “Maximum Percentage”) of the Common Stock, then the Company shall initially issue only such number of Reset Shares that would result in such Purchaser (together with such Purchaser’s affiliates) beneficially owning the Maximum Percentage of the Common Stock, and, except as otherwise provided below, no other Reset Shares shall be issuable to such Purchaser under this Section 5.2. After such initial issuance, and until all Reset Shares which otherwise would have been issued under this Section 4.18 have been issued, from time...