Common use of Subsequent Equity Issuances Clause in Contracts

Subsequent Equity Issuances. If the Company or any subsidiary thereof, at any time while any Debenture is outstanding, issues, sells or grants any option to purchase or issues, sells or grants any right to reprice its securities, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition of) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the higher of (i) the then Conversion Price and (ii) 80% of the then VWAP (such lower effective price price per share, the “Base Conversion Price” and such issuances collectively, a “Dilutive Issuance”) (if a holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the higher of the then Conversion Price or 80% of the then VWAP, as applicable, on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, and only reduced, by multiplying the Conversion Price by a fraction, the numerator of which is the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the actual cash offering price for such Dilutive Issuance would purchase at the then Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to the Dilutive Issuance plus the number of shares of Common Stock and Common Stock Equivalents so issued or issuable in connection with the Dilutive Issuance, but in no event shall such adjustment reduce the Conversion Price to less than $0.05. Notwithstanding the foregoing, no adjustment will be made under this Section 6.2 in respect of an Exempt Issuance. The Company shall notify each Holder in writing, no later than the five (5) Business Days prior to the issuance of any Common Stock or Common Stock Equivalents subject to this Section 6.2, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 6.2, upon the occurrence of any Dilutive Issuance, each Holder is entitled to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuance, regardless of whether such Holder accurately refers to the Base Conversion Price in the Notice of Conversion.

Subsequent Equity Issuances. If the Company or any subsidiary thereof, as applicable, at any time while any Debenture this Warrant is outstanding, issues, sells shall sell or grants grant any option to purchase or issues, sells sell or grants grant any right to reprice its securities, or otherwise disposes dispose of or issues issue (or announces announce any offer, sale, grant or any option to purchase or other disposition ofdisposition) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock Stock, at an effective price per share that is lower less than the higher of the (i) the then Conversion Price and (ii) 80% of the then VWAP (such lower effective price price per share, the “Base Conversion Share Price” and such issuances collectively, a “Dilutive Issuance”) (if a the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that which is lower less than the Conversion Price, such issuance shall be deemed to have occurred for less than the higher of (i) the then Conversion Price or (ii) 80% of the then VWAP, as applicable, on such date of the Dilutive Issuance), then (i) the Conversion Exercise Price shall be reduced, and only reduced, to equal the Exercise Price multiplied by multiplying the Base Share Price divided by the Conversion Price by a fraction, of the numerator of which is Debenture and (ii) the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to Warrant Shares issuable hereunder shall be increased such that the Dilutive Issuance plus aggregate Exercise Price payable hereunder, after taking into account the number of shares of Common Stock which decrease in the actual cash offering price for such Dilutive Issuance would purchase at the then Exercise Price, and the denominator of which shall be equal to the sum of the number of shares of aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to the Dilutive Issuance plus the number of shares of Common Stock and or Common Stock Equivalents so issued or issuable in connection with the Dilutive Issuance, but in no event shall such adjustment reduce the Conversion Price to less than $0.05are issued. Notwithstanding the foregoing, no adjustment will adjustments shall be made made, paid or issued under this Section 6.2 5.2 in respect of an Exempt Issuance. The Company shall notify each the Holder in writing, no later than the five (5) Business Days prior to Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 6.2section, indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 6.25.2, upon the occurrence of any Dilutive Issuance, each after the date of such Dilutive Issuance the Holder is entitled to receive a number of Conversion Warrant Shares based upon the Base Conversion Share Price on or after the date of such Dilutive Issuance, regardless of whether such the Holder accurately refers to the Base Conversion Share Price in the Notice of ConversionExercise.

Subsequent Equity Issuances. If From and after the date of this Agreement until the date that is thirty (30) days after the date of this Agreement (irrespective of any earlier termination of this Agreement), provided the Initial Purchase has occurred, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any subsidiary thereof, at any time while any Debenture is outstanding, issues, sells or grants any option to purchase or issues, sells or grants any right to reprice its securities, or otherwise disposes shares of or issues (or announces any sale, grant or any option to purchase or other disposition of) any Common Stock or Common Stock Equivalents entitling any Person to acquire shares (or a combination of Common Stock at an effective price per share that is lower units thereof), other than the higher issuance of (i) Common Stock issuable upon the then Conversion Price exercise of options or other equity incentive awards that are issued and (ii) 80% outstanding on the date of this Agreement and granted to employees, officers or directors of the then VWAP (Company pursuant to any equity incentive plan duly adopted for such lower effective price price per sharepurpose, by the “Base Conversion Price” and such issuances collectively, Board of Directors or a “Dilutive Issuance”) (if a holder majority of the Common Stock members of a committee of directors established for such purpose, provided that such options and other equity incentive awards referred to in this clause (i) have not been amended since the date of this Agreement to increase the number of such securities or Common Stock underlying such securities or to decrease the exercise price, exchange price or conversion price of such securities, (ii)(A) any Securities issued to the Investor pursuant to this Agreement, (B) shares of Common Stock, Common Stock Equivalents so issued shall or other securities to the Investor pursuant to any other existing or future contract, agreement or arrangement between the Company and the Investor, or (C) shares of Common Stock, Common Stock Equivalents or other securities upon the exercise, exchange or conversion of any shares of Common Stock, Common Stock Equivalents or other securities held by the Investor at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, or (iii) any securities issued upon the exercise or exchange prices of or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the higher of the then Conversion Price or 80% of the then VWAP, as applicable, on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, and only reduced, by multiplying the Conversion Price by a fraction, the numerator of which is the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to the Dilutive Issuance plus the number of shares of Common Stock which the actual cash offering price for such Dilutive Issuance would purchase at the then Exercise Price, and the denominator of which shall be the sum of the number of shares of Common Stock issued and outstanding (on a fully-diluted basis) immediately prior to the Dilutive Issuance plus the number of shares of Common Stock and Common Stock Equivalents so issued or issuable in connection with the Dilutive Issuance, but in no event shall such adjustment reduce the Conversion Price to less than $0.05. Notwithstanding the foregoing, no adjustment will be made under this Section 6.2 in respect of an Exempt Issuance. The Company shall notify each Holder in writing, no later than the five (5) Business Days prior to the issuance conversion of any Common Stock Equivalents issued and outstanding on the date of this Agreement, provided that such Common Stock Equivalents referred to in this clause (iii) have not been amended since the date of this Agreement to increase the number of such securities or Common Stock Equivalents subject underlying such securities or to this Section 6.2, indicating therein decrease the applicable issuance price, or applicable reset exercise price, exchange price, price or conversion price and other pricing terms (of such notice, the “Dilutive Issuance Notice”)securities. For purposes of clarification, whether or not The Investor shall be entitled to seek injunctive relief against the Company provides a Dilutive Issuance Notice pursuant and its Subsidiaries to this Section 6.2preclude any such issuance, upon which remedy shall be in addition to any right to collect damages, without the occurrence necessity of showing economic loss and without any Dilutive Issuancebond or other security being required. “Common Stock Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Common Stock, each Holder including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is entitled at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive a number of Conversion Shares based upon the Base Conversion Price on or after the date of such Dilutive Issuancereceive, regardless of whether such Holder accurately refers to the Base Conversion Price in the Notice of ConversionCommon Stock.