Common use of Drawdown Notice Clause in Contracts

Drawdown Notice. Subject to the terms, conditions and limitations of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company may, at its sole and exclusive option from time to time during the Commitment Period, deliver a Drawdown Notice to the Investor setting forth the Advance Request that the Company requests from the Investor on the applicable Closing Date. Notwithstanding anything herein to the contrary, in no event shall (i) any Advance Request designated by the Company in any Drawdown Notice exceed the Maximum Advance Amount, (ii) the aggregate amount of all Advance Requests pursuant to this Agreement exceed the Commitment Amount, (iii) the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice cause the aggregate number of shares of Common Stock beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its affiliates to exceed the Ownership Limitation, (iv) if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Commitment Period, the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice cause the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, together with all shares of Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Common Stock may be listed or quoted, to exceed the Exchange Cap and (v) the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice exceed the number of shares of Common Stock then available for resale by the Investor under the Registration Statement (the “Registration Limitation”). In connection with each Drawdown Notice delivered by the Company, if any portion of the applicable Advance Request would result in any of the limitations set forth in this Section 2.2(a) to be exceeded, such portion of such Advance Request shall be void ab initio. Unless the parties agree in writing otherwise, there shall be a minimum of five (5) Trading Days between a Closing Date and a subsequent Drawdown Notice Date.

Drawdown Notice. Subject to Sections 3.1 and 3.5 and provided that all of the termsapplicable conditions precedent set forth in Article 12 have been fulfilled by the Borrower or waived by the Lenders as provided in Section 14.14, conditions the Borrower may, from time to time, obtain credit hereunder by giving to the Administrative Agent an irrevocable notice in substantially the form of Schedule D hereto (“Drawdown Notice”) in accordance with Section 3.10 and limitations specifying, as applicable: (a) the date the credit is to be obtained; (b) whether the credit is to be obtained by way of this Agreement Base Rate Loan, LIBOR Loan or Letter; (c) in the case of any credit to be obtained by way of a Loan, the principal amount of the Loan; (d) if the credit is to be obtained by way of LIBOR Loan, the applicable Interest Period; (e) if the credit is to be obtained by way of Letter, the named beneficiary of the Letter and address of such beneficiary, the documents to be presented by such beneficiary in case of any drawing thereunder, the maturity date and amount of the Letter and all other terms of the Letter (including, without limitation, the provisions proposed form of Article VII hereofthe Letter and such other matters as the Issuing Lender may require), the Company may, at its sole and exclusive option from time to time during the Commitment Period, deliver a Drawdown Notice to the Investor setting forth the Advance Request that the Company requests from the Investor on the applicable Closing Date. Notwithstanding anything herein to the contrary, in no event shall ; (i) any Advance Request designated by the Company in any Drawdown Notice exceed the Maximum Advance Amount, (iif) the aggregate amount details of all Advance Requests pursuant to this Agreement exceed the Commitment Amount, (iii) the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice cause the aggregate number of shares of Common Stock beneficially owned (as calculated any irrevocable authorization and direction pursuant to Section 13(d3.2; and (g) if credit is to be obtained by way of Letter and if such Letter is to be issued on behalf of a Subsidiary of the Exchange Act Borrower as well as on behalf of the Borrower, the Borrower shall ensure that accompanying such Drawdown Notice is an instrument, substantially in the form of Schedule M hereto, and Rule 13d-3 promulgated thereunder) pursuant to which such Subsidiary shall agree, without qualification, to reimburse the Issuing Lender on demand for the full amount of each and any Draft presented to and paid by the Investor relevant Issuing Lender in accordance with such Letter. Additionally, the Borrower shall furnish to the relevant Issuing Lender and its affiliates the Agent such other documents and information pertaining to exceed the Ownership Limitation, (iv) if the Common Stock is listed or quoted on The Nasdaq Stock Market such requested Letter issuance or any other U.S. national securities exchange during amendment, including any documentation related thereto, as the Commitment Periodrelevant Issuing Lender or the Administrative Agent may require (including, without limitation, an application and reimbursement agreement). Unless the Issuing Lender has received written notice from any Lender, the number of shares of Common Stock issuable Administrative Agent or any Obligor, at least one Banking Day prior to the Investor pursuant to a Drawdown Notice cause the aggregate number requested date of shares of Common Stock that would be issued pursuant to this Agreement, together with all shares of Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market issuance or any other Principal Market on which the Common Stock may be listed or quoted, to exceed the Exchange Cap and (v) the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice exceed the number of shares of Common Stock then available for resale by the Investor under the Registration Statement (the “Registration Limitation”). In connection with each Drawdown Notice delivered by the Company, if any portion amendment of the applicable Advance Request would result Letter, that one or more applicable conditions contained in any Article 12 shall not then be satisfied, then, subject to the terms and conditions hereof, the Issuing Lender shall, on the requested date, issue a Letter for the account of the limitations set forth Borrower or enter into the applicable amendment, as the case may be, in this Section 2.2(a) to be exceeded, such portion of such Advance Request shall be void ab initio. Unless each case in accordance with the parties agree in writing otherwise, there shall be a minimum of five (5) Trading Days between a Closing Date Issuing Lender’s usual and a subsequent Drawdown Notice Datecustomary business practices.

Drawdown Notice. Subject In connection with any Subsequent Drawdown, the Corporation shall issue to the termsPurchasers a written notice (each such notice, conditions and limitations of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company may, at its sole and exclusive option from time to time during the Commitment Period, deliver a “Drawdown Notice to the Investor Notice”) setting forth the Advance Request that the Company requests from the Investor on the applicable Closing Date. Notwithstanding anything herein with respect to the contrary, in no event shall such Subsequent Drawdown: (i) any Advance Request designated the aggregate amount to be funded by the Company in any Purchasers pursuant to such Subsequent Drawdown Notice exceed (which aggregate amount shall be no less than $1,999,992 for each Subsequent Drawdown) (the Maximum Advance “Total Drawdown Amount, ”); (ii) the aggregate amount of all Advance Requests funds to be drawn down from each Purchaser pursuant to this Agreement such Subsequent Drawdown (each Purchaser’s “Drawdown Amount”), it being understood and agreed that the Total Drawdown Amount will be allocated among the Purchasers in the same proportion as each Purchaser’s Initial Closing Amount bears to the total Initial Closing Amount of the Purchasers; provided, however, that each Purchaser’s Drawdown Amount for any Subsequent Drawdown shall in no event exceed such Purchaser’s Maximum Dollar Investment hereunder less all amounts funded by such Purchaser at the Commitment Amount, Initial Closing and all prior Drawdown Closings) (iii) (A) the number of shares of Class A Common Stock issuable and Class B Common Stock, if any, to be purchased by each Purchaser in such Subsequent Drawdown, allocated in accordance with Section 1.4(d) hereof (such Purchaser’s “Drawdown Shares”), the Investor pursuant to a Drawdown Notice cause the aggregate total number of shares of Common Stock beneficially owned which shall be equal to (as calculated pursuant to Section 13(dx) of the Exchange Act and Rule 13d-3 promulgated thereundersuch Purchaser’s Drawdown Amount, divided by (y) by the Investor and its affiliates to exceed the Ownership Limitation, $12.00, (iv) if a description of the use of proceeds from such Subsequent Drawdown, including the terms of any potential acquisition by the Corporation or its Subsidiaries in connection with which the Subsequent Drawdown is being requested, (v) the amount of the total assets of the Corporation and its Subsidiaries on a consolidated basis as of the end of the month immediately preceding the month in which the Drawdown Notice is sent, pro forma for the funding in full of the Total Drawdown Amount and the completion of any acquisition described in subparagraph (iv) above (the “Pro Forma Total Assets”), including a schedule showing in reasonable detail the calculation thereof, (vi) the tangible book value per share of the Corporation and its Subsidiaries on a consolidated basis as of the end of the month immediately preceding the month in which the Drawdown Notice is sent, pro forma for the funding in full of the Total Drawdown Amount and the completion of any acquisition described in subparagraph (iv) above, calculated in accordance with GAAP on a fully diluted basis (using the treasury stock method and assuming for these purposes that the current market price for the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Commitment Period, the number of shares of Common Stock issuable an amount equal to the Investor pursuant to Xxxxxxxxxxx XXX (as defined below)) (the “Pro Forma TBV”), including a schedule showing in reasonable detail the calculation thereof, (vii) the amount of the total loans (the “Total Loans”) and the total assets (the “Total Assets”) of the Corporation and its Subsidiaries on a consolidated basis as of the end of the month immediately preceding the month in which the Drawdown Notice cause is sent, and (viii) the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, together with all shares of Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market date on which the Common Stock may be listed or quoted, to exceed the Exchange Cap and (v) the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice exceed the number of shares of Common Stock then available for resale by the Investor under the Registration Statement closing (the “Registration LimitationDrawdown Closing”) of the Subsequent Drawdown is set to take place (which date shall not be fewer than ten (10) business days after the receipt by the Purchasers of such Drawdown Notice, and, if the Subsequent Drawdown is being made in connection with a potential acquisition, which date shall be the closing date of such acquisition) (the “Drawdown Closing Date”). In connection with each Each Drawdown Notice delivered by Closing shall be subject to the Company, if any portion satisfaction (or waiver) of the applicable Advance Request would result in any of the limitations conditions set forth in this Section 2.2(a) to be exceeded, such portion of such Advance Request 2 below. The “Xxxxxxxxxxx XXX” shall be void ab initio. Unless the parties agree non-diluted tangible book value per share of the Corporation and its Subsidiaries on a consolidated basis as of the end of the month immediately preceding the month in writing otherwise, there shall be a minimum of five (5) Trading Days between a Closing Date and a subsequent which the Drawdown Notice Dateis sent, pro forma for the funding in full of the Total Drawdown Amount but disregarding the completion of any acquisition described in clause (iv) above, calculated in accordance with GAAP.

Drawdown Notice. Subject to the terms, conditions and limitations of this Agreement (including, without limitation, the provisions of Article VII hereof), the Company may, at its sole and exclusive option from time to time during the Commitment Period, deliver a Drawdown Notice to the Investor setting forth the Advance Request that the Company requests from the Investor on the applicable Closing Date. Notwithstanding anything herein to the contrary, in no event shall (i) any Advance Request designated by the Company in any Drawdown Notice exceed the Maximum Advance Amount, (ii) the aggregate amount of all Advance Requests pursuant to this Agreement exceed the Commitment Amount, (iii) the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice cause the aggregate number of shares of Common Stock beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its affiliates to exceed the Ownership Limitation, (iv) if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Commitment Period, the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice cause the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement, together with all shares of Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Common Stock may be listed or quoted, to exceed the Exchange Cap Cap, and (v) the number of shares of Common Stock issuable to the Investor pursuant to a Drawdown Notice exceed the number of shares of Common Stock then available for resale by the Investor under the Registration Statement (the “Registration Limitation”). In connection with each Drawdown Notice delivered by the Company, if any portion of the applicable Advance Request would result in any of the limitations set forth in this Section 2.2(a) to be exceeded, such portion of such Advance Request shall be void ab initio. Unless the parties agree in writing otherwise, there shall be a minimum of five (5) Trading Days between a Closing an Advance Shares True-Up Date and a subsequent Drawdown Notice Delivery Date.