Financing Issuances Sample Clauses

Financing Issuances. (i) No less than ten (10), and no more than thirty (30), calendar days prior to the issuance and sale of any New Securities for cash consideration in a financing transaction (which shall not include any transaction specifically described in subsections (c) or (d) below), the Company shall notify the Purchaser of the Company's intention to make such issuance by written dated notice (the "Company's Financing Issuance Notice") setting forth the number and type of New Securities, the calculation of the Purchaser's Pro Rata Portion, the closing price of the Company Common Stock on the prior trading day, and the Warrant Coverage. (ii) Within seven (7) calendar days after receipt by the Purchaser of the Company's Financing Issuance Notice, the Purchaser shall notify the Company by written notice (the "Purchaser's Financing Issuance Notice") stating whether the Purchaser desires to buy the Purchaser's Pro Rata Portion, or any part thereof, for the Purchase Price and, if entitled to a Warrant pursuant to paragraph (a)(ii)(A), (B) or (C) of this Section 3.1, the Warrant for the Warrant Price. The closing price of the Company Common Stock on Nasdaq or other securities exchange on which the Voting Stock is traded on the date of the Purchaser's Financing Issuance Notice shall be the "Estimated Purchase Price". (iii) If the Company issues and sells the New Securities in the financing transaction, then the Purchaser shall be obligated to purchase (if it has elected to exercise its right to maintain in the Purchaser's Financing Issuance Notice) the Purchaser's Pro Rata Portion (or part thereof) for the Purchase Price and the Warrant for the Warrant Price (with such Purchase Price and Warrant Price based on the price per share paid by the ultimate investors in the financing); provided, however, that if a preliminary "red ▇▇▇▇▇▇▇" prospectus is filed and the Fair Market Value of the Company's Common Stock is 10% greater than the Estimated Purchase Price as set forth in the Purchaser's Financing Issuance Notice at the closing of Nasdaq or other securities exchange on which the Voting Stock is traded on the date three (3) trading days after such filing, the Purchaser shall be under no obligation to purchase the Purchaser's Pro Rata Portion or the Warrant (even if it has elected to purchase the Purchaser's Pro Rata Portion and/or the Warrant in the Purchaser's Financing Issuance Notice) but shall have the right to buy the Purchaser's Pro Rata Portion, or any part thereof, and/...