Definition of Pre-Automatic Conversion Price

  1. Pre-Automatic Conversion Price means, with respect to a particular date of determination, the lower of (i) the Conversion Price then in effect and (ii) the price which shall be computed as 80% of the quotient of (I) the sum of each daily VWAP of the Common Stock for each of the twenty (20) consecutive Trading Days immediately preceding the delivery by the Company to the Holder of the applicable Automatic Conversion Notice divided by (II) twenty (20). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period. (y)

Definition of Pre-Automatic Conversion Price in Form of Convertible Note

Pre-Automatic Conversion Price means, with respect to a particular date of determination, the lower of (i) the Conversion Price then in effect and (ii) the price which is equal to the product of (1) 70% multiplied by (2) the quotient of (A) the sum of each of the three (3) lowest Closing Bid Prices of the Common Stock during the twenty (20) consecutive Trading Day period immediately preceding the applicable Pre-Automatic Conversion Date divided by (B) three (3). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during any such measuring period. In the event of a dispute as to the determination of the Pre-Automatic Conversion Price, then such dispute shall be resolved pursuant to Section 23.