Draw Down Notice. During the Commitment Period, the Company may, in its sole discretion, issue a Draw Down Notice (as hereinafter defined) which shall specify the dollar amount of Shares the Company elects to sell to the Investor (each such election, a “Draw Down”) up to a Draw Down Amount equal to the Maximum Draw Down Amount, which Draw Down the Investor shall be obligated to accept. The Company shall inform the Investor in writing by sending a duly completed Draw Down Notice (as hereinafter defined) in the form of Exhibit C hereto by e-mail to the addresses set forth in Section 10.4, with a copy to the Investor’s counsel, as to such Draw Down Amount before commencement of trading on the first Trading Day of the related Draw Down Pricing Period (the “Draw Down Notice”). In addition to the Draw Down Amount, each Draw Down Notice shall designate the first Trading Day of the Draw Down Pricing Period. In no event shall any Draw Down Amount exceed the Maximum Draw Down Amount. Each Draw Down Notice shall be accompanied by a certificate, signed by the Chief Executive Officer or Chief Financial Officer, dated as of the date of such Draw Down Notice, in the form of Exhibit D hereof.
Draw Down Notice. From time to time during the Investment Period, the Company may, in its sole discretion, no later than 9:30 a.m. (New York City time) on the first Trading Day of the Pricing Period, provide to the Investor a Draw Down Notice, substantially in the form attached hereto as Exhibit B (the “Draw Down Notice”), which Draw Down Notice shall become effective at 9:30 a.m. (New York City time) on the first Trading Day of the Pricing Period specified in the Draw Down Notice; provided, however, that if the Company delivers the Draw Down Notice to the Investor later than 9:30 a.m. (New York City time) on a Trading Day, then the first Trading Day of such Pricing Period shall not be the Trading Day on which the Investor received such Draw Down Notice, but rather shall be the immediately following Trading Day (unless a subsequent Trading Day is therein specified). The date on which the Company delivers any Draw Down Notice in accordance with this Section 3.1 hereinafter shall be referred to as a “Draw Down Exercise Date”. The Draw Down Notice shall specify the Draw Down Amount Requested (which shall not exceed the Maximum Draw Down Amount Requested), establish the Floor Price for such Draw Down and designate the first and last Trading Day of the Pricing Period. Upon the terms and subject to the conditions of this Agreement, the Investor is obligated to accept each Draw Down Notice prepared and delivered in accordance with the provisions of this Agreement and shall purchase from the Company the Shares subject to such Draw Down Notice at the applicable Discount Price on the applicable Settlement Date. Anything to the contrary in this Agreement notwithstanding, the parties hereto acknowledge and agree that the Investor shall not be required to purchase, and shall not purchase, more than the Maximum Draw Down Amount Requested pursuant to any single Draw Down Notice.
Draw Down Notice. On any Trading Day during the Commitment Period, the Company may deliver a Draw Down Notice to the Investor, subject to the satisfaction of the conditions set forth in Sections 6.02 and 6.03; provided, however, the Investment Amount for each Draw Down as designated by the Company in the applicable Draw Down Notice shall be neither less than the Minimum Draw Down Amount nor more than the Maximum Draw Down Amount (as determined as of the applicable Draw Down Date); provided further, however, that if the Maximum Draw Down Amount as of the applicable Draw Down Date is less than the Minimum Draw Down Amount, the Company shall not be entitled to deliver any such Draw Down Notice.
Draw Down Notice. The Company, may, in its sole discretion, issue a Draw Down Notice specifying the dollar amount of Shares it elects to sell to the Investor (each such election a “Draw Down”) up to a Draw Down Amount equal to the Maximum Draw Down Amount during the Commitment Period, which Draw Down the Investor will be obligated to accept. The Company shall inform the Investor via facsimile transmission, with a copy to the Investor’s counsel, as to such Draw Down Amount before commencement of trading on the first Trading Day of the related Draw Down Pricing Period (the “Draw Down Notice”). In addition to the Draw Down Amount, each Draw Down Notice shall designate the first Trading Day of the Draw Down Pricing Period. In no event shall any Draw Down Amount exceed the Maximum Draw Down Amount. Each Draw Down Notice shall be accompanied by a certificate, signed by the Chief Executive Officer or Chief Financial Officer dated, as of the date of such Draw Down Notice, in the form of Exhibit C hereof.
Draw Down Notice. On any Trading Day during the Commitment Period, the Company may deliver a Draw Down Notice to the Buyer, subject to the satisfaction of the conditions set forth in Section 6(b), specifying the aggregate dollar amount of Debentures the Company is requesting be purchased by Buyer with respect to a given Draw Down (the “Investment Amount”).
Draw Down Notice. During the Commitment Period, the Company may, in its sole discretion, issue a Draw Down Notice (as hereinafter defined) which shall specify the dollar amount the Company desires to raise from the Investor from the sale of Common Stock hereunder (each such capital raising transaction, a “Draw Down”), including the Minimum Obligated Amount and any Supplemental Amount. The Company shall inform the Investor in writing by sending a duly completed notice in the form of Exhibit B hereto (each, a “Draw Down Notice”) by e-mail to the addresses set forth in Section 10.4, with a copy to the Investor’s counsel, as to such Draw Down Amount before commencement of trading on the first Trading Day of the related Draw Down Pricing Period. In addition to the Draw Down Amount, each Draw Down Notice shall designate the first Trading Day of the Draw Down Pricing Period, the Threshold Price, the Supplemental Threshold Price (if any) and the allocation of Minimum Obligated Amount and Supplemental Amount (if any). Each Draw Down Notice shall be accompanied by a certificate (substantially in the form of Exhibit C hereof), signed by the Chief Executive Officer or Chief Financial Officer, dated as of the date of such Draw Down Notice.
Draw Down Notice. At any time during the Commitment Period, the Company may deliver a Draw Down Notice to Investor, subject to the conditions set forth in Section 6.2; provided, however, the Draw Down Amount designated by the Company in the applicable Draw Down Notice shall not be less than the Minimum Draw Down Amount. The aggregate of the Draw Down Amounts pursuant to this Agreement shall not exceed the Commitment Amount.
Draw Down Notice. The Company, at any time during the Draw Down Period, shall have a right (the “Draw Down Right”) to provide a draw down notice to Buyer (the “Draw Down Notice”) requiring the Buyer to provide a sum of money, subject to the terms and conditions of this Agreement. The interval between one Draw Down Notice to the next shall be at least thirty (30) days. The Buyer, however, has the right, at its sole discretion, to waive such requirement. Each Draw Down Notice provided to the Buyer shall be for an amount between $50,000 and $350,000, at Company’s discretion, and subject, cumulatively, to the Limit. Draw Down Notices shall be provided in the form attached hereto as Exhibit C. The Buyer shall reply within fourteen (14) business days of receipt of a Draw Down Notice with the names of the parties which will provide funds to the Company pursuant to a Draw Down Notice including the respective amounts to be transferred to the Company by each such party – all at Buyer’s sole discretion. Prior to any Closing, the Company shall provide to Buyer an acknowledgment letter in the form attached hereto as Exhibit D and the timely delivery of such letter shall be a condition to the respective Closing.
Draw Down Notice. Each Lender shall fund its respective Note upon three (3) business day’s prior written notice (a “Notice of Draw-Down”). Moreover, no later than 1:00 P.M. Eastern Time on the date specified in a Notice of Draw-Down, the recipient of such Notice of Draw-Down shall deliver to the Company, in immediately available funds, the amount set forth in the Notice of Draw-Down (the “Draw Down Amount”), up to such Lender’s unfunded Commitment. The failure of any Lender to deliver the Draw Down Amount on the date specified in any Notice of Draw-Down shall cause the automatic forfeiture of such Lender’s unexercised Warrants. Notwithstanding anything to the contrary contained herein, the Company may not submit a Notice of Draw-Down following the Maturity Date (as defined in the Note).
Draw Down Notice
