Common use of Draw Downs Clause in Contracts

Draw Downs. If any holder of Registrable Securities effects, pursuant to the Shelf Registration, an underwritten public offering of all or a part of its Registrable Securities (a shelf "draw-down") and wishes the Company to perform, in connection with such shelf "draw-down," any procedures specified in Section 4.3 hereof, such holder shall deliver to the Company, at least ten (10) business days before such "draw-down" is to be made, a written notice describing in reasonable detail its proposed offering and requesting the performance of such procedures pursuant to this Section 4.1 and Section 4.3. The Company shall be required to perform such procedures in advance of a particular shelf "draw-down" only if such holder shall have requested such performance as provided above. In addition, the Company shall be required to perform such additional procedures (other than those required under the securities laws) in connection with a particular shelf "draw-down" only if one or more holders shall have notified the Company pursuant to this Section 4.1(b) of their intention to offer to the public Registrable Securities with an aggregate market value (on the date the written notice referred to above is delivered) of at least $10,000,000 pursuant to such "draw-down." The Company shall have the right to sell shares of Common Stock in an underwritten registered offering conducted simultaneously with any such shelf "draw-down" on a primary basis; provided that in the event the managing underwriter of such underwritten offering shall have advised the Company and the Holders that, in its judgment, the distribution of all or a specified portion of the shares requested to be so included concurrently with the securities being distributed by such underwriters will adversely affect the distribution of such securities by such underwriters, then the Holders may require, by written notice to the Company, that the distribution of all or a specified portion of such shares proposed to be sold by the Company be excluded from such distribution. The Company shall not be obligated to effect more than two (2) such shelf "draw-downs." In addition, the Company shall not be obligated to effect any shelf "draw-down" within (i) 60 days after the effective date of a previous offering of Common Stock registered under the Securities Act or (ii) 270 days after the completion of a previously requested shelf "draw-down." The Company may postpone for up to 75 days the filing or the effectiveness of any such requested shelf "draw-down" if the Company's Board of Directors determines in its reasonable good faith judgment that such shelf "draw-down" would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction.

Draw Downs. If Upon the terms and subject to the conditions set forth herein, on any holder business day during the Commitment Period, the Company, subject to Board of Registrable Securities effectsDirectors approval, may exercise a Draw Down by the delivery of a Draw Down Notice, executed by the Chief Executive Officer of the Company, to the Investor. Each Draw Down will be settled on the applicable Settlement Date following the Draw Down Date. The amount of any Draw Down shall be allocated pro rata between the Draw Down Amounts set forth herein and the corresponding amounts to be drawn down at the corresponding times pursuant to that certain Equity Option Agreement by and between the Company and Xxxxx Xxxxxxx (Xxxxxxx), dated as of the date hereof, a copy which is attached hereto as Exhibit A (the "Xxxxxxx Equity Option"), provided, however, that the minimum aggregate amount of each Draw Down under this Agreement and the draw down under the Xxxxxxx Equity Option, shall not be less than $2,500,000 (the "Aggregate Minimum Draw Down Amount"). Notwithstanding the foregoing, (i) the Xxxxxxx Equity Option shall not be amended to increase or decrease the ratio or ratios, as applicable, of the Draw Down Amount, Per Share Purchase Price or Total Option Shares set forth in this Agreement to the Draw Down Amount, Per Share Purchase Price or Total Option Shares (each as defined in the Xxxxxxx Equity Option) set forth in the Xxxxxxx Equity Option, without simultaneously amending this Agreemento maintain such ratio or ratios, as applicable, which amendment shall be made only pursuant to the Shelf Registration, an underwritten public offering provisions of all or a part of its Registrable Securities (a shelf "draw-down") and wishes the Company to perform, in connection with such shelf "draw-down," any procedures specified in Section 4.3 8.5 hereof, such holder shall deliver to and (ii) the Company, at least ten (10) business days before such "draw-down" is to be made, a written notice describing in reasonable detail its proposed offering and requesting the performance of such procedures pursuant to this Section 4.1 and Section 4.3. The Company shall be required to perform such procedures in advance of a particular shelf "draw-down" only if such holder Investor shall have requested such performance as provided above. In addition, the Company shall be required to perform such additional procedures (other than those required under the securities laws) in connection with a particular shelf "draw-down" only if one or more holders shall have notified the Company pursuant to this Section 4.1(b) of their intention to offer to the public Registrable Securities with an aggregate market value (on the date the written notice referred to above is delivered) of at least $10,000,000 pursuant to such "draw-down." The Company shall have the no right to sell purchase shares of Common Stock subject to the purchase right of Xxxxxxx contained in an underwritten registered offering conducted simultaneously with any such shelf "draw-down" on a primary basis; provided that in Section 2.1 (d) of the Xxxxxxx Equity Option the event the managing underwriter Xxxxxxx elects not to exercise its purchase right or if Xxxxxxx effects only a partial exercise of such underwritten offering shall have advised the Company and the Holders that, in its judgment, the distribution of all or a specified portion of the shares requested to be so included concurrently with the securities being distributed by such underwriters will adversely affect the distribution of such securities by such underwriters, then the Holders may require, by written notice to the Company, that the distribution of all or a specified portion of such shares proposed to be sold by the Company be excluded from such distribution. The Company shall not be obligated to effect more than two (2) such shelf "draw-downshis purchase right." In addition, the Company shall not be obligated to effect any shelf "draw-down" within (i) 60 days after the effective date of a previous offering of Common Stock registered under the Securities Act or (ii) 270 days after the completion of a previously requested shelf "draw-down." The Company may postpone for up to 75 days the filing or the effectiveness of any such requested shelf "draw-down" if the Company's Board of Directors determines in its reasonable good faith judgment that such shelf "draw-down" would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction.

Draw Downs. If On the Closing Date, the Holder shall loan the Company $1,000,000, in the aggregate with the other Holders. On January 1, 2008, and on the 1st day of each month thereafter, at the Company’s sole option and upon 3 Business Days’ prior written notice from the Company (such notice, each a “Draw Down Request”), the Company may request (i) on January 1, 2008 an additional $1,000,000, and (ii) on the first day of each month thereafter through and including November 1, 2008 an additional $500,000, draw down of the aggregate principal amount from the Holders (each a “Draw Down”) up to a total of $7,000,000 (such aggregate amount, the “Draw Down Maximum”) and each such Draw Down shall be as set forth on Annex B, attached hereto, which Vision shall be authorized to complete and rely upon at any holder time upon each Draw Down; provided, however, the Company may only issue a Draw Down Request if, at the time of Registrable Securities effectssuch Draw Down Request, pursuant there are no Events of Default then existing and, if an Event of Default is then existing, the Holder may reject such Draw Down Request. The Holder shall have 3 Business Days’ from receipt of the Draw Down Request to decide, in its sole and absolute discretion, whether to fund the Draw down, and shall communicate such decision to the Shelf RegistrationCompany no later than the 4th Business Day after such Draw Down Request. If the Holder determines to fund the Draw Down Request, an underwritten public offering it shall so fund within 5 Business Days of all or a part of its Registrable Securities the Draw Down Request (a shelf "draw-down") and wishes the Company to perform, in connection with such shelf "draw-down," any procedures specified in Section 4.3 hereof, such holder shall deliver to the Company, at least ten (10) business days before such "draw-down" is to be made, a written notice describing in reasonable detail its proposed offering and requesting the performance of such procedures pursuant to this Section 4.1 and Section 4.3“Draw Down Date”). The Company shall be required to perform such procedures in advance of issue a particular shelf "draw-down" only if such holder shall have requested such performance as provided above. In addition, the Company shall be required to perform such additional procedures (other than those required under the securities laws) in connection with a particular shelf "draw-down" only if one or more holders shall have notified the Company pursuant to this Warrant per Section 4.1(b2.2(c) of their intention to offer to the public Registrable Securities with an aggregate market value (on the date the written notice referred to above is delivered) of at least $10,000,000 pursuant to Purchase Agreement upon such "draw-down." funding. The Company shall have the right to sell shares of Common Stock in an underwritten registered offering conducted simultaneously with any such shelf "draw-down" on a primary basis; provided that in the event the managing underwriter of such underwritten offering shall have advised the Company and the Holders thatHolder may, in its judgment, the distribution of all or a specified portion of the shares requested to be so included concurrently with the securities being distributed by such underwriters will adversely affect the distribution of such securities by such underwriters, then the Holders may require, by upon 5 Business Days’ prior written notice to the Company, that accelerate the distribution Draw Down Periods and advance up to the Holder’s pro-rata share of all or a specified portion of such shares proposed the Draw Down Maximum to be sold by the Company be excluded from such distributionat any time prior to the six months prior to the Maturity Date. The Company shall not be obligated to effect more than two (2) such shelf "draw-downs." In additionTogether with each Draw Down Request, the Company shall not be obligated to effect any shelf "draw-down" within provide the Holder with a certificate from either its chief executive officer or chief financial officer certifying that (i1) 60 days after the effective representations and warranties of the Company in the Purchase Agreement are true and correct in all material respects as of the date of a previous offering such Draw Down Request and (2) there are no Events of Common Stock registered under Default (or events which, with the Securities Act or (ii) 270 days after the completion passage of a previously requested shelf "draw-down." The Company may postpone for up to 75 days the filing time or the effectiveness giving of any notice, would become Events of Default) then existing as of such requested shelf "draw-down" if the Company's Board of Directors determines in its reasonable good faith judgment that such shelf "draw-down" would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transactionDraw Down Request and Draw Down.