Common use of Mandatory Prepayment on Certain Stock Issuances Clause in Contracts

Mandatory Prepayment on Certain Stock Issuances. If the Company shall, at any time or from time to time issue any shares of Common Stock without consideration or for a consideration per share which is less than the Conversion Price (a "Below Conversion Issuance"), the Holder may by written notice to the Company (a "Below Issuance Declaration Notice"), declare the principal amount of this Note, together with all interest accrued thereon, to be due and payable effective at the close of business on the 30th calendar day after the date on which Holder gives such notice. Effective at the close of business on such 30th day, such amounts shall become immediately due and payable and the Holder shall have all such rights and remedies provided for under the terms of this Note, the Private Placement Purchase Agreement and the Company GSA and the Subsidiary GSA (as defined in the Private Placement Purchase Agreement). As more specifically provided in the Private Placement Purchase Agreement, the Company GSA and the Subsidiary GSA, the security interests granted under the Company GSA and the Subsidiary GSA may be enforced exclusively by Majority Investors acting through an Agent (each such term as therein defined). The following issuances shall not be deemed to be Below Conversion Issuances: (1) the issuance of shares of Common Stock to employees or directors of, or consultants to, the Company for the primary purpose of soliciting or retaining their services, but only if such issuance is approved by a majority of the board of directors; or (2) any issuances under the Private Placement Purchase Agreement; or (3) anyotherissuancesforcumulativeconsiderationnottoexceedanaggregateof $100,000.

Mandatory Prepayment on Certain Stock Issuances. If the Company shall, at any time or from time to time issue any shares of Common Stock without consideration or for a consideration per share which is less than the Conversion Price (a "Below Conversion Issuance"), the Holder may by written notice to the Company (a "Below Issuance Declaration Notice"), declare the principal amount of this Note, together with all interest accrued thereon, to be due and payable effective at the close of business on the 30th calendar day after the date on which Holder gives such notice. Effective at the close of business on such 30th day, such amounts shall become immediately due and payable and the Holder shall have all such rights and remedies provided for under the terms of this Note, the Private Placement Purchase Agreement and the Company GSA and the Subsidiary GSA (as defined in the Private Placement Purchase Agreement). As more specifically provided in the Private Placement Purchase Agreement, the Company GSA and the Subsidiary GSA, the security interests granted under the Company GSA and the Subsidiary GSA may be enforced exclusively by Majority Investors acting through an Agent (each such term as therein defined). The following issuances shall not be deemed to be Below Conversion Issuances: (1) : the issuance of shares of Common Stock to employees or directors of, or consultants to, the Company for the primary purpose of soliciting or retaining their services, but only if such issuance is approved by a majority of the board of directors; or (2) or any issuances under the Private Placement Purchase Agreement; or (3) anyotherissuancesforcumulativeconsiderationnottoexceedanaggregateof or any other issuances for cumulative consideration not to exceed an aggregate of $100,000.