Common use of Delivery of Advance Put Notice Clause in Contracts

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price shall be no greater than 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 4 contracts

Samples: Investment Agreement (Blue Sphere Corp.), Investment Agreement (Amarantus BioSciences, Inc.), Investment Agreement (Blue Sphere Corp.)

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Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 3 contracts

Samples: Investment Agreement (Hartcourt Companies Inc), Registration Rights Agreement (Browsesafe Com Inc), Investment Agreement (Lmki Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit AF, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. In order to effect delivery of the Advance Put Notice, provided the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within five (5) Business Days, send, via facsimile, a confirmation of receipt (the “Advance Put Notice Confirmation,” the form of which is attached hereto as Exhibit G) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 2 contracts

Samples: Investment Agreement (Cyber Law Reporter Inc), Investment Agreement (Cyber Law Reporter Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AD, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80the lesser of (i) 85% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.18. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.).

Appears in 2 contracts

Samples: Investment Agreement (Tri Valley Corp), Investment Agreement (Tri Valley Corp)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing and the number of shares specified in the Advance Put Notice multiplied by the Closing Bid Price of the Company's Common Stock for the Business Day immediately preceding the date of such Advance Put Notice is greater than $150,000, then such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 2 contracts

Samples: Investment Agreement (Delta Petroleum Corp/Co), Investment Agreement (Delta Petroleum Corp/Co)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Xxxxxxss Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 2 contracts

Samples: Investment Agreement (Technical Chemicals & Products Inc), Investment Agreement (Technical Chemicals & Products Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 2 contracts

Samples: Investment Agreement (Tidelands Oil & Gas Corp/Wa), Investment Agreement (Prime Companies Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business 'Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount" ). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,00052,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the US). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the .Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 2 contracts

Samples: Investment Agreement (New Millennium Media International Inc), Investment Agreement (New Millennium Media International Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 2 contracts

Samples: Investment Agreement (Thehealthchannel Com Inc), Investment Agreement (Thehealthchannel Com Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1000) Business Xxxxxess Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 2 contracts

Samples: Investment Agreement (Dimensional Visions Inc/ De), Registration Rights Agreement (Dimensional Visions Inc/ De)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also may, at its option, designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000500,000 (and if such amount is not specified by the Company, such amount shall be deemed to be $500,00), which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) ). In the Advance Put Notice and the Put Notice, the Company shall specify a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price , which shall be no greater than 80equal the lesser of (i) 85% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date Date, or (the “Maximum Allowable Floor Price”ii) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.0125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Dc Brands International Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT D, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.14. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.).

Appears in 1 contract

Samples: Investment Agreement (Valesc Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0003,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (American Utilicraft Corp)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AD, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date Date, or (the “Maximum Allowable Floor Price”ii) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Warrant Antidilution Agreement (Greenland Corp)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date Date, or (the “Maximum Allowable Floor Price”ii) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Put Share Price Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for all shares overnight delivery to the Investor (or two (2) day delivery in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedcase of an Investor residing outside of the U.S.).

Appears in 1 contract

Samples: Investment Agreement (Itronics Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 8082.5% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Miracor Diagnostics Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also may, at its option, designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000the Maximum Put Dollar Amount, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) minus $0.0125 and shall be no less than 50the lesser of (i) 70% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.0125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Vendum Batteries Inc.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) -------------------------------- Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AF, the date of such Advance Put Notice being the ---------- "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. In order to effect delivery of the Advance Put Notice, provided the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within five (5) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit G) of the Advance Put Notice to the --------- Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Texas Commercial Resources Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Xxxxxxxx Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Meditech Pharmaceuticals Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit AA , the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also may, at its option, designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000the Maximum Put Dollar Amount, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) minus $0.0125 and shall be no less than 50the lesser of (i) 70% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.0125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Vendum Batteries Inc.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days Day but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000300,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date Date, or (the “Maximum Allowable Floor Price”ii) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.0125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Silver Falcon Mining, Inc.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for during the Put Purchase Period (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any an Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,00010,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice during the related Purchase Period (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding Advance Put Notice Date. Notwithstanding the above, if at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the previous Put Date, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice Date by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the “Maximum Allowable Floor Price”"Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If to the Company does not specify a Company Designated Minimum specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Ecom Ecom Com Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. In order to effect delivery of the Advance Put Notice, provided the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the “Advance Put Notice Confirmation,” the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (A Time to Grow Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000500,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price shall be no greater than 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Shamika 2 Gold, Inc.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days but not more than ten (10) Business Daxx xxx xxt more than twenty (20) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AD, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.14. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.).

Appears in 1 contract

Samples: Investment Agreement (Valesc Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000250,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price shall be no greater than 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Forex International Trading Corp.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Gamecom Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) -------------------------------- Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such --------- Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company --------- specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (E Rex Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT D, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.14. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT E) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (Valesc Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any an Advance Put Notice (iI) a maximum dollar amount of Common Stock, not to exceed $750,00010,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding Advance Put Notice Date. Notwithstanding the above, if at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the previous Put Date, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (I) send the Advance Put Notice Date by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the “Maximum Allowable Floor Price”"Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If to the Company does not specify a Company Designated Minimum specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Ecom Ecom Com Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common StockStock of its choosing, but not to exceed $750,000500,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price shall be no greater than 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Dynamic Ventures Corp.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AF, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. In order to effect delivery of the Advance Put Notice, provided the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within five (5) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit G) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Texas Commercial Resources Inc)

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Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during pursuant to the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (a) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (b) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.15. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided that if, at the time of delivery of an Advance Put Share Price for all shares in a Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall be calculated using provide at least twenty (20) Business Days notice of the lowest Company Designated Minimum Put Share Price, as decreased.intended Put

Appears in 1 contract

Samples: Investment Agreement (Solutionsamerica Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Power Technology Inc/Cn)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT D, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.15. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT E) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (Cachestream Corp)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0003,000,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price shall be no greater than 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Allezoe Medical Holdings Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for during the Put Pricing Period (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any an Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price shall be no greater less than 80% X% (as defined in Section 2.3.1 (c)) of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding Advance Put Notice Date. Notwithstanding the above, if more than two (2) Calendar Months have passed since the date of the previous Put Closing, the Company shall deliver the Advance Put Notice Date at least twenty (20) Business Days prior to any intended Put Date, unless waived in writing by the “Maximum Allowable Floor Price”) and shall be no less than 50% Investor. In order to effect delivery of the Closing Bid Price of Advance Put Notice, the Company’s common stock on the Trading Day immediately preceding Company shall (i) send the Advance Put Notice Date by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of a Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the “Minimum Allowable Floor Price”). If "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company does not specify a Company Designated Minimum specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Patriot Scientific Corp)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (Tengtu International Corp)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days Bxxxxxxx Xays but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0003,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 8082.5% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding Advance Put Notice Date. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the previous Put Date, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice Date by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the “Maximum Allowable Floor Price”"Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If to the Company does not specify a Company Designated Minimum specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Quikbiz Internet Group Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing and the number of shares specified in the Advance Put Notice multiplied by the Closing Bid Price of the Company's Common Stock for the Business Day immediately preceding the date of such Advance Put Notice is greater than $150,000, then such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Delta Petroleum Corp/Co)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five three (53) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000500,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date Date, or (the “Maximum Allowable Floor Price”ii) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.0125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Mabcure Inc.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000the Maximum Put Dollar Amount, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or and (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price (A) shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date minus $0.0125 and (the “Maximum Allowable Floor Price”B) and shall be no less than 50the lesser of (i) 70% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date minus $0.0125 (item (B) being referred to as the “Minimum Allowable Floor Price”). Hard Floor.” If the Company does not fails to specify a Company Designated Minimum Maximum Put Share PriceDollar Amount, then the Company Designated Minimum Maximum Put Share Price Dollar Amount shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveHard Floor. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Clean Power Concepts Inc.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five one (51) Business Days Day but not more than ten five (105) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000300,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date Date, or (the “Maximum Allowable Floor Price”ii) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date (minus 125% of the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveFixed Discount Amount. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Minerco Resources, Inc.)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000the Maximum Put Dollar Amount, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.25. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (Summedia Com Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Day immediately preceding Advance Put Notice Date. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the previous Put Date, such Advance Put Notice shall provide at least ten (10) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice Date by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the “Maximum Allowable Floor Price”"Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If to the Company does not specify a Company Designated Minimum specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined above. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Planet America Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Ivoice Com Inc /De)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock Shares pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than 8085% of the Closing Bid Price of the Company’s common stock 's Common Stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveDate. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Us Microbics Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Xxxxxxxx Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000US$2,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus US$0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (Timebeat Com Enterprises Inc /)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) -------------------------------- Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such --------- Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (E Rex Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AEXHIBIT E, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000US$2,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus US$0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as EXHIBIT F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (Timebeat Com Enterprises Inc /)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put DateDate (unless otherwise agreed in writing by the Investor), the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AE, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date Date, or (the “Maximum Allowable Floor Price”ii) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Business Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.125. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect. Notwithstanding the above, provided if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit F) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreasedAmount.

Appears in 1 contract

Samples: Investment Agreement (Itronics Inc)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five (5) Business Days Day but not more than ten (10) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the “Advance Put Notice,” the form of which is attached hereto as Exhibit A, the date of such Advance Put Notice being the “Advance Put Notice Date”) to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the “Intended Put Share Amount”). The Company shall also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,000500,000, which it shall sell to Investor during the Put (the “Company Designated Maximum Put Dollar Amount”) and/or and (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price (A) shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date minus $0.0125 (the “Maximum Allowable Floor PriceFloor”) and (B) shall be no less than 50the lesser of (i) 70% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date minus $0.0125 (item (B) being referred to as the “Minimum Allowable Floor Price”). Hard Floor.” If the Company does not fails to specify a Company Designated Minimum Maximum Put Share PriceDollar Amount, then the Company Designated Minimum Maximum Put Share Price Dollar Amount shall be deemed to equal the Hard Floor (the “Minimum Allowable Floor Price, as defined aboveFloor”). The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Day immediately preceding the Trading Day that such decrease is to take effect, provided the at no time may the Company decrease the Company Designated Minimum Put Share Price to a value less than the Minimum Floor. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased.

Appears in 1 contract

Samples: Investment Agreement (Medisafe 1 Technologies Corp)

Delivery of Advance Put Notice. Subject to the Minimum Lead-In Price Restriction, at At least five ten (510) Business Days but not more than ten twenty (1020) Business Days prior to any intended Put Date, the Company shall deliver advance written notice (the "Advance Put Notice," the form of which is attached hereto as Exhibit AD, the date of such Advance Put Notice being the "Advance Put Notice Date") to Investor stating the Put Date for which the Company shall, subject to the limitations and restrictions contained herein, exercise a Put and stating the number of shares of Common Stock (subject to the Individual Put Limit and the Maximum Put Dollar Amount) which the Company intends to sell to the Investor for the Put (the "Intended Put Share Amount"). The Company shall may, at its option, also designate in any Advance Put Notice (i) a maximum dollar amount of Common Stock, not to exceed $750,0002,000,000, which it shall sell to Investor during the Put (the "Company Designated Maximum Put Dollar Amount") and/or (ii) a minimum purchase price per Put Share at which the Investor may purchase shares of Common Stock pursuant to such Put Notice (a "Company Designated Minimum Put Share Price"). The Company Designated Minimum Put Share Price Price, if applicable, shall be no greater than the lesser of (i) 80% of the Closing Bid Price of the Company’s 's common stock on the Trading Business Day immediately preceding the Advance Put Notice Date, or (ii) the Closing Bid Price of the Company's common stock on the Business Day immediately preceding the Advance Put Notice Date (the “Maximum Allowable Floor Price”) and shall be no less than 50% of the Closing Bid Price of the Company’s common stock on the Trading Day immediately preceding the Advance Put Notice Date (the “Minimum Allowable Floor Price”). If the Company does not specify a Company Designated Minimum Put Share Price, then the Company Designated Minimum Put Share Price shall be deemed to equal the Minimum Allowable Floor Price, as defined aboveminus $0.375. The Company may decrease (but not increase) the Company Designated Minimum Put Share Price for a Put at any time by giving the Investor written notice of such decrease not later than 12:00 Noon, New York City time, on the Trading Business Day immediately preceding the Trading Business Day that such decrease is to take effect. A decrease in the Company Designated Minimum Put Share Price shall have no retroactive effect on the determination of Trigger Prices and Excluded Days for days preceding the Trading Business Day that such decrease takes effect, provided that the Put Share Price for all shares in a Put shall be calculated using the lowest Company Designated Minimum Put Share Price, as decreased. Notwithstanding the above, if, at the time of delivery of an Advance Put Notice, more than two (2) Calendar Months have passed since the date of the previous Put Closing, such Advance Put Notice shall provide at least twenty (20) Business Days notice of the intended Put Date, unless waived in writing by the Investor. In order to effect delivery of the Advance Put Notice, the Company shall (i) send the Advance Put Notice by facsimile on such date so that such notice is received by the Investor by 6:00 p.m., New York, NY time, and (ii) surrender such notice on such date to a courier for overnight delivery to the Investor (or two (2) day delivery in the case of an Investor residing outside of the U.S.). Upon receipt by the Investor of a facsimile copy of the Advance Put Notice, the Investor shall, within two (2) Business Days, send, via facsimile, a confirmation of receipt (the "Advance Put Notice Confirmation," the form of which is attached hereto as Exhibit E) of the Advance Put Notice to the Company specifying that the Advance Put Notice has been received and affirming the intended Put Date and the Intended Put Share Amount.

Appears in 1 contract

Samples: Investment Agreement (Interglobal Waste Management Inc)

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