Commitment Payments. On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. The Company shall not be required to deliver any payments to Investor under this subsection until Investor has paid all Put Dollar Amounts that are then due.
Commitment Payments. In partial consideration hereof, following the execution of the Letter of Agreement dated on or about April 5, 1999 between the Company and the Investor, the Company issued and delivered to Investor or its designated assignees warrants (the "First Commitment Warrants") in the form attached hereto as Exhibit U, to purchase 225,000 shares of Common Stock. On the date of the Investment Commitment Closing, the Company shall issue and deliver to Investor or its designated assignees warrants (the "Second Commitment Warrants," together with the First Commitment Warrants, collectively referred to as the "Commitment Warrants) in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 225,000 additional shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal the average closing bid price for the five (5) trading days immediately preceding April 5, 1999 ("Initial Exercise Price"), and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Investor, the Company shall deliver to the Investor a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel). On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the differ...
Commitment Payments. On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee") equal to the difference of (i) $100,000, minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. No Semi-Annual Non-Usage Fee shall be due if during such Commitment Evaluation Period the Company has delivered to the Investor the maximum number of Put Notices allowable hereunder and each such Put is for the maximum number of shares allowed by the Volume Limitations. In the event that the Company delivers a Termination Notice to the Investor or an Automatic Termination occurs, the Company shall pay to the Investor (the "Termination Fee") the greater of (i) the Semi-Annual Non-Usage Fee for the applicable Commitment Evaluation Period, or (ii) the difference of (x) $200,000, minus (y) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during all Puts to date, and the Company shall not be required to pay the Semi-Annual Non-Usage Fee thereafter. No Termination Fee shall be due if following the Effective Date the company has delivered to the Investor the maximum number of Put Notices allowable hereunder and each such Put is for the maximum number of shares allowable by the Volume Limitations. Each Semi Annual Non-Usage Fee or Termination Fee is payable, in cash, within five (5) business days of the date it accrued. In addition to any other remedies the Company has hereunder, the Company shall not be required to deliver any payments to Investor under this subsection if at the time of delivery of the Termination Notice or when an Automatic Termination occurs, Put Dollar Amounts are more than five (5) business days past due and remain unpaid after written notice to the Investor that the Investor has not paid all Put Dollar Amounts that are then due.
Commitment Payments. As further consideration for the commitment and obligations of Employee hereunder, Employer shall issue to Employee, One Hundred Thousand (100,000) shares of Employer's stock at the end of every six (6) month period of employment, with the first issuance of shares made on or before August 31, 2000 and every six (6) months thereafter during the term of this Agreement. In addition, Employee will receive a stock option for the purchase of Two Hundred Fifty Thousand (250,000) shares of Employer's stock at the option price of $.75 per share, exercisable on the anniversary date of each year of employment, commencing the first year of employment and ending upon termination of this Agreement or August 31, 2000 whichever sooner occurs. Notice of the exercise of any option rights hereunder must be given no earlier than thirty (30) days prior to the anniversary date and no later than seven (7) days after such anniversary date. It is understood, however, that all said shares are to be deemed "restricted shares" and are received for Employee's own account and not with a view to or for sale in connection with any distribution of said shares. All such rights under this Agreement shall be deemed personal and not subject to transfer or assignment by Employee. To the extent that any such rights become the subject of a stock option plan of the Employer, Employee shall be subject to all terms and conditions thereof. Notwithstanding the foregoing, to the extent not previously exercisable, the stock option shall become exercisable in its entirety in the event that (i) there occurs a Change in Control of Employer (as defined herein), (ii) Employer concludes the sale of substantially all of its assets other than in a transaction which is intended primarily to effect a corporate reorganization without material change in beneficial ownership of the material business of Employer, or (iii) Employee is terminated by Employer other than for Cause (as hereinafter defined). Employee understands that the shares of common stock acquired hereunder will not be registered under federal and state securities laws and may not be transferred without registration thereunder or pursuant to an exemption therefrom and will bear or legend to that effect.
Commitment Payments. On the date of the Private Equity Line ------------------- Commitment Closing, the Company shall issue and deliver to Subscriber or its designated assignees warrants (the "Commitment Warrants") in the form attached hereto as Exhibit S, or such other form as agreed upon by the parties, to --------- purchase 490,385 shares of Common Stock. Each Commitment Warrant shall be exerciseable at a price (the "Commitment Warrant Exercise Price") which shall initially equal $8.375, and shall have semi-annual reset provisions. Each Commitment Warrant shall be immediately exercisable at the Commitment Warrant Exercise Price, and shall have a term beginning on the date of issuance and ending on date that is seven (7) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. Concurrently with the issuance and delivery of the Commitment Warrant to the Subscriber, the Company shall deliver to the Subscriber a Commitment Warrant Opinion of Counsel (signed by the Company's independent counsel).
Commitment Payments. As further consideration for the commitment and obligations of Employee hereunder, Employer shall issue to Employee an option (the "Option") to purchase ____________ shares of Common Stock (the "Shares") at an exercise price of $____ per share (the Option and the Shares are hereinafter referred to collectively as the "Securities"). The Option shall expire on December 31, 2006 and vest 25% immediately and 25% on each of January 1, 1999, 2000 and 2001, provided the Agreement is in effect on such vesting date. Notwithstanding the foregoing, to the extent not previously exercisable, the Option shall become exercisable in its entirety in the event that (i) there occurs a Change in Control of Employer (as hereafter defined) (ii) Employer concludes the sale of substantially all of its assets other than in a transaction which is intended primarily to effect a corporate reorganization without material change in beneficial ownership of the material business of Employer or (iii) Employee is terminated by Employer other than for Cause (as hereafter defined). The option agreement shall be in the form of Exhibit A, attached hereto. Employee understands that the Option and the shares of Common Stock underlying the Option have not been registered under federal or state securities laws and may not be transferred without registration thereunder or pursuant to an exemption therefrom.
Commitment Payments. On each six (6) month anniversary of the Investment Commitment Closing, if the Investor has not received at least an amount equal to the applicable Semi-Annual Commitment Fee, as set forth below, in aggregate Gross Discount Amounts for the preceding six (6) Calendar Months (each such period a "Commitment Evaluation Period"), the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Commitment Shortfall") equal to the difference of (i) the applicable Semi-Annual Commitment Fee, as defined below, minus (ii) the aggregate of the Gross Discount Amounts received by the Investor during the preceding six (6) Calendar Months. In the event that the Company delivers a Termination Notice to the Investor, the Company shall pay to the Investor the greater of (i) the Semi-Annual Commitment
Commitment Payments. As further consideration for the commitment and obligations of Employee hereunder, upon execution hereof:
Commitment Payments. As further consideration for the commitment and obligations of Employee hereunder, Employer shall issue to Employee an option (the "Option") to purchase ________ shares of Common Stock (the "Shares") at an exercise price of $0.75 per share (the Option and the Shares are hereinafter referred to collectively as the "Securities"). The Option shall expire on December 31, 2007 and vest 50% immediately and 25% on each of January 1, 2000 and 2001, provided Employee is employed by, or is a consultant to, Employer or an affiliate of Employer on such vesting date. Notwithstanding the foregoing, to the extent not previously exercisable, the Option shall become exercisable in its entirety in the event that (i) there occurs a Change in Control of Employer (as hereafter defined) (ii) Employer concludes the sale of substantially all of its assets other than in a transaction which is intended primarily to effect a corporate reorganization without material change in beneficial ownership of the material business of Employer or (iii) Employee is terminated by Employer other than for Cause (as hereafter defined). The option agreement shall be in the form of Exhibit A, attached hereto. Employee understands that the Option and the shares of Common Stock underlying the Option have not been registered under federal or state securities laws and may not be transferred without registration thereunder or pursuant to an exemption therefrom.
Commitment Payments. On the last Business Day of each six (6) Calendar Month period following the Effective Date (each such period a "Commitment Evaluation Period"), if the Company has not Put at least $1,000,000 in aggregate Put Dollar Amount during that Commitment Evaluation Period, the Company, in consideration of Investor's commitment costs, including, but not limited to, due diligence expenses, shall pay to the Investor an amount (the "Semi-Annual Non-Usage Fee ") equal to the difference of (i) $100,000 (the "$100,000 Amount"), minus (ii) 10% of the aggregate Put Dollar Amount of the Put Shares put to Investor during that Commitment Evaluation Period. Notwithstanding the above, the Company shall not be required to pay a Semi-Annual Non Usage Fee for a given 6 month period if, during such 6 month period:
