Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 26.00 Not to exceed $6,250,000 96.12532,000,000 96.70% of the VWAP Equal to or greater than $25.00 and less than $26.00 Not to exceed $31,000,000 96.70% of the VWAP Equal to or greater than $24.00 and less than $25.00 Not to exceed $29,500,000 96.70% of the VWAP Equal to or greater than $23.00 and less than $24.00 Not to exceed $28,000,000 96.45% of the VWAP Equal to or greater than $22.00 and less than $23.00 Not to exceed $27,000,000 96.45% of the VWAP Equal to or greater than $21.00 and less than $22.00 Not to exceed $26,000,000 96.45% of the VWAP Equal to or greater than $20.00 and less than $21.00 Not to exceed $24,500,000 96.45% of the VWAP Equal to or greater than $19.00 and less than $20.00 Not to exceed $23,000,000 96.20% of the VWAP Equal to or greater than $18.00 and less than $19.00 Not to exceed $22,000,000 96.20% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.87521,000,000 95.95% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.87519,500,000 95.95% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.62518,000,000 95.95% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.62517,000,000 95.95% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.37516,000,000 95.70% of the VWAP Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.37514,500,000 95.70% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12513,000,000 95.20% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87512,000,000 95.20% of the VWAP Equal to or greater than $$ 9.00 and less than $10.00 Not to exceed $4,000,000 94.87511,000,000 94.95% of the VWAP Equal to or greater than $$ 8.00 and less than $$ 9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125$ 9,500,000 94.95% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 32,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Onyx Pharmaceuticals Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 15.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6251,650,000 94.50% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.6251,550,000 94.40% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3751,450,000 94.30% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3751,350,000 94.20% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1251,250,000 94.10% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8751,150,000 94.00% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8751,050,000 93.90% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625900,000 93.80% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625750,000 93.70% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425650,000 93.60% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125400,000 93.50% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 1,650,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 10.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87595.50% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8754,250,000 95.25% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.62595.00% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62594.75% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.42594.75% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.32594.50% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22594.40% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.12594.30% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.12594.20% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.12594.10% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12594.00% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $750,000 93.50% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $500,000 93.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 4,750,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Titan Pharmaceuticals Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Shares on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 1.75 Not to exceed $6,250,000 96.12510,937,500 96.00% of the VWAP Equal to or greater than $17.00 1.50 and less than $18.00 1.75 Not to exceed $6,000,000 95.8759,375,000 95.50% of the VWAP Equal to or greater than $16.00 1.25 and less than $17.00 1.50 Not to exceed $5,750,000 95.8757,812,500 95.00% of the VWAP Equal to or greater than $15.00 1.00 and less than $16.00 1.25 Not to exceed $5,550,000 95.6256,250,000 94.50% of the VWAP Equal to or greater than $14.00 0.85 and less than $15.00 1.00 Not to exceed $5,250,000 95.6255,312,500 94.00% of the VWAP Equal to or greater than $13.00 0.70 and less than $14.00 0.85 Not to exceed $5,000,000 95.3754,375,000 94.00% of the VWAP Equal to or greater than $12.00 0.55 and less than $13.00 0.70 Not to exceed $4,750,000 95.3753,437,500 94.00% of the VWAP Equal to or greater than $11.00 0.40 and less than $12.00 0.55 Not to exceed $4,500,000 95.1252,500,000 94.00% of the VWAP Equal to or greater than $10.00 0.25 and less than $11.00 0.40 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1251,562,500 94.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 10,937,500 worth of Common Stock Shares in respect of any Pricing Period (not including Common Stock Shares subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 20.00 Not to exceed $6,250,000 5,500,000 96.375% of the VWAP Equal to or greater than $19.00 and less than $20.00 Not to exceed $5,250,000 96.250% of the VWAP Equal to or greater than $18.00 and less than $19.00 Not to exceed $5,000,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.8754,750,000 96.000% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 4,500,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6254,250,000 95.750% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 4,000,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3753,750,000 95.500% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 3,500,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1253,250,000 95.250% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8753,000,000 95.125% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8752,750,000 95.000% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6252,500,000 94.875% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6252,250,000 94.750% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4252,000,000 94.625% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2251,750,000 94.500% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 5.00 Not to exceed $1,500,000 94.12594.375% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12594.250% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 5,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (MAP Pharmaceuticals, Inc.)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 35.00 Not to exceed $6,250,000 96.1258,000,000 97.000% of the VWAP Equal to or greater than $17.00 30.00 and less than $18.00 35.00 Not to exceed $6,000,000 95.8757,000,000 96.750% of the VWAP Equal to or greater than $16.00 25.00 and less than $17.00 30.00 Not to exceed $5,750,000 95.8756,000,000 96.500% of the VWAP Equal to or greater than $20.00 and less than $25.00 Not to exceed $5,000,000 96.250% of the VWAP Equal to or greater than $15.00 and less than $16.00 20.00 Not to exceed $5,550,000 95.6254,000,000 96.000% of the VWAP Equal to or greater than $14.00 10.50 and less than $15.00 Not to exceed $5,250,000 95.6253,000,000 95.800% of the VWAP Equal to or greater than $13.00 9.50 and less than $14.00 10.50 Not to exceed $5,000,000 95.3752,100,000 95.700% of the VWAP Equal to or greater than $12.00 8.50 and less than $13.00 9.50 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.6251,900,000 95.600% of the VWAP Equal to or greater than $7.50 and less than $8.00 8.50 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.6251,700,000 95.500% of the VWAP Equal to or greater than $6.50 and less than $7.00 7.50 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.5251,500,000 95.250% of the VWAP Equal to or greater than $5.50 and less than $6.00 6.50 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.3251,300,000 95.000% of the VWAP Equal to or greater than $4.50 and less than $5.00 5.50 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1251,100,000 94.500% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 4.50 Not to exceed $1,000,000 94.12594.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 8,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 7.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.62595.125% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6253,750,000 95.000% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.5253,250,000 94.875% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4252,750,000 94.750% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.32594.625% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22594.500% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.12594.375% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.12594.250% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12594.000% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $750,000 94.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 4,250,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Synta Pharmaceuticals Corp)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 8.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.6251,800,000 94.80% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6251,700,000 94.70% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.6251,600,000 94.60% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6251,500,000 94.50% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.5251,400,000 94.40% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4251,300,000 94.30% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.3251,200,000 94.20% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2251,100,000 94.10% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.1251,000,000 94.00% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125900,000 94.00% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125800,000 93.00% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125700,000 93.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 1,800,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Dynavax Technologies Corp)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 15.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.62511,000,000 96.000% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.62510,250,000 95.875% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3759,500,000 95.750% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3758,750,000 95.625% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1258,000,000 95.500% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8757,250,000 95.375% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8756,500,000 95.250% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6255,750,000 95.125% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6255,000,000 95.000% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4254,250,000 94.750% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2253,500,000 94.500% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1252,750,000 94.250% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1252,000,000 94.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 11,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 5.00 Not to exceed $6,250,000 96.1258,500,000 96.50% of the VWAP Equal to or greater than $17.00 4.75 and less than $18.00 5.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.3258,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $5.00 4.75 Not to exceed $2,000,000 94.2257,500,000 95.50% of the VWAP Equal to or greater than $4.25 and less than $4.50 Not to exceed $7,000,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $4.50 4.25 Not to exceed $1,750,000 94.1256,500,000 95.50% of the VWAP Equal to or greater than $3.75 and less than $4.00 Not to exceed $6,000,000 95.50% of the VWAP Equal to or greater than $3.50 and less than $4.00 3.75 Not to exceed $1,500,000 94.1255,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.50% of the VWAP Equal to or greater than $3.00 and less than $3.50 3.25 Not to exceed $1,250,000 94.1254,500,000 95.50% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed $4,000,000 95.50% of the VWAP Equal to or greater than $2.50 and less than $3.00 2.75 Not to exceed $3,500,000 95.00% of the VWAP Equal to or greater than $2.25 and less than $2.50 Not to exceed $3,000,000 95.00% of the VWAP Equal to or greater than $2.00 and less than $2.25 Not to exceed $2,500,000 94.50% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed $2,000,000 94.50% of the VWAP Equal to or greater than $1.50 and less than $1.75 Not to exceed $1,500,000 94.00% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed $1,000,000 94.12594.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 8,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 2.00 Not to exceed $6,250,000 96.1251,600,000 95.00% of the VWAP Equal to or greater than $17.00 1.50 and less than $18.00 2.00 Not to exceed $6,000,000 95.8751,200,000 94.75% of the VWAP Equal to or greater than $16.00 1.00 and less than $17.00 1.50 Not to exceed $5,750,000 95.875800,000 94.50% of the VWAP Equal to or greater than $15.00 0.90 and less than $16.00 1.00 Not to exceed $5,550,000 95.625720,000 94.50% of the VWAP Equal to or greater than $14.00 0.80 and less than $15.00 0.90 Not to exceed $5,250,000 95.625640,000 94.50% of the VWAP Equal to or greater than $13.00 0.70 and less than $14.00 0.80 Not to exceed $5,000,000 95.375560,000 94.50% of the VWAP Equal to or greater than $12.00 0.60 and less than $13.00 0.70 Not to exceed $4,750,000 95.375480,000 94.50% of the VWAP Equal to or greater than $11.00 0.50 and less than $12.00 0.60 Not to exceed $4,500,000 95.125400,000 94.50% of the VWAP Equal to or greater than $10.00 0.40 and less than $11.00 0.50 Not to exceed $4,250,000 94.875320,000 94.50% of the VWAP Equal to or greater than $9.00 0.30 and less than $10.00 0.40 Not to exceed $4,000,000 94.875240,000 94.50% of the VWAP Equal to or greater than $8.00 0.20 and less than $9.00 0.30 Not to exceed $3,750,000 94.625160,000 94.50% of the VWAP Equal to or greater than $7.50 0.10 and less than $8.00 0.20 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125100,000 94.50% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 1,600,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Santa Fe Gold CORP)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor via facsimile or other electronic transmission a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 12.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3759,000,000 96.25% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1258,250,000 96.25% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8757,500,000 96.00% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8756,750,000 95.75% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6256,000,000 95.75% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6255,250,000 95.50% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4254,500,000 95.25% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2253,750,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1253,000,000 94.50% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1252,250,000 94.50% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 9,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875$ 10,000,000 96.00% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875$ 7,000,000 95.75% of the VWAP Equal to or greater than $8.00 5.75 and less than $9.00 Not to exceed $3,750,000 94.625$ 4,500,000 95.50% of the VWAP Equal to or greater than $7.50 5.25 and less than $8.00 5.75 Not to exceed $3,500,000 94.625$ 4,000,000 95.25% of the VWAP Equal to or greater than $7.00 4.75 and less than $7.50 5.25 Not to exceed $3,250,000 94.625$ 3,500,000 95.00% of the VWAP Equal to or greater than $6.50 4.25 and less than $7.00 4.75 Not to exceed $$ 3,000,000 94.62594.50% of the VWAP Equal to or greater than $6.00 3.75 and less than $6.50 4.25 Not to exceed $2,750,000 94.525$ 2,500,000 94.25% of the VWAP Equal to or greater than $5.50 3.25 and less than $6.00 3.75 Not to exceed $2,500,000 94.425$ 2,000,000 94.00% of the VWAP Equal to or greater than $5.00 2.75 and less than $5.50 3.25 Not to exceed $2,250,000 94.325$ 1,750,000 93.80% of the VWAP Equal to or greater than $4.50 2.25 and less than $5.00 2.75 Not to exceed $2,000,000 94.225$ 1,500,000 93.60% of the VWAP Equal to or greater than $4.00 1.75 and less than $4.50 2.25 Not to exceed $1,750,000 94.125$ 1,250,000 93.40% of the VWAP Equal to or greater than $3.50 1.25 and less than $4.00 1.75 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $$ 1,000,000 94.12593.20% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 45,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 10.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87512,500,000 96.00% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.87511,250,000 95.75% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.62510,000,000 95.50% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6258,750,000 95.25% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4257,500,000 95.00% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2256,250,000 94.75% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1255,000,000 94.50% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.1253,750,000 94.25% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed $1,000,000 94.1252,500,000 94.00% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $1,750,000 93.75% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 12,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 10.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8754,000,000 95.00% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8753,250,000 94.75% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6253,000,000 94.50% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6252,750,000 94.25% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 7.00 Not to exceed $2,500,000 94.42594.00% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 6.00 Not to exceed $2,000,000 94.22593.75% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.12593.50% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1251,500,000 93.25% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 4,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.87555,000,000 97.00% of the VWAP Equal to or greater than $16.00 and less than $17.00 18.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.62550,000,000 97.00% of the VWAP Equal to or greater than $14.00 and less than $15.00 16.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.37545,000,000 97.00% of the VWAP Equal to or greater than $12.00 and less than $13.00 14.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12540,000,000 97.00% of the VWAP Equal to or greater than $10.00 and less than $11.00 12.00 Not to exceed $4,250,000 94.87535,000,000 96.75% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.87532,500,000 96.50% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.62530,000,000 96.25% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62527,500,000 96.25% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.42525,000,000 96.00% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22522,500,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12520,000,000 95.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 55,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 36.00 Not to exceed $6,250,000 96.1255,250,000 96.25% of the VWAP Equal to or greater than $17.00 34.00 and less than $18.00 36.00 Not to exceed $6,000,000 95.8755,000,000 96.20% of the VWAP Equal to or greater than $32.00 and less than $34.00 Not to exceed $4,750,000 96.15% of the VWAP Equal to or greater than $30.00 and less than $32.00 Not to exceed $4,500,000 96.10% of the VWAP Equal to or greater than $28.00 and less than $30.00 Not to exceed $4,250,000 96.05% of the VWAP Equal to or greater than $26.00 and less than $28.00 Not to exceed $4,000,000 96.00% of the VWAP Equal to or greater than $24.00 and less than $26.00 Not to exceed $3,750,000 95.80% of the VWAP Equal to or greater than $22.00 and less than $24.00 Not to exceed $3,500,000 95.60% of the VWAP Equal to or greater than $20.00 and less than $22.00 Not to exceed $3,250,000 95.40% of the VWAP Equal to or greater than $18.00 and less than $20.00 Not to exceed $3,000,000 95.20% of the VWAP Equal to or greater than $16.00 and less than $17.00 18.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6252,750,000 95.00% of the VWAP Equal to or greater than $14.00 and less than $15.00 16.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3752,500,000 94.75% of the VWAP Equal to or greater than $12.00 and less than $13.00 14.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1252,250,000 94.50% of the VWAP Equal to or greater than $10.00 and less than $11.00 12.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8752,000,000 94.38% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 10.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12594.25% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 5,250,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.1257,250,000 95.85% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.8756,750,000 95.85% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.8756,500,000 95.75% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6256,000,000 95.50% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.6255,500,000 95.50% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3755,250,000 95.25% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.37595.00% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12595.00% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8754,000,000 94.75% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8753,500,000 94.50% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6253,250,000 94.50% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6252,750,000 94.25% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 7.00 Not to exceed $2,500,000 94.42594.00% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 6.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12594.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 7,250,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)
Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalizationbelow: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 10.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87540,000,000 97.25% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.87536,000,000 97.25% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.62532,000,000 97.25% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62528,000,000 97.25% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.42524,000,000 97.25% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.32520,000,000 97.25% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22518,000,000 97.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.12516,000,000 97.00% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.12514,000,000 97.00% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.12512,000,000 97.00% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12510,000,000 97.00% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $8,000,000 97.00% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $6,000,000 96.75% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $4,000,000 96.50% of the VWAP Equal to or greater than $0.50 and less than $1.00 Not to exceed $2,000,000 96.0% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 40,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12595.00% of the VWAP Equal to or greater than $10.00 and less than $11.00 12.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8753,750,000 95.00% of the VWAP Equal to or greater than $8.00 and less than $9.00 10.00 Not to exceed $3,750,000 94.6253,000,000 95.00% of the VWAP Equal to or greater than $7.50 7.20 and less than $8.00 Not to exceed $3,500,000 94.6252,700,000 95.00% of the VWAP Equal to or greater than $7.00 6.40 and less than $7.50 7.20 Not to exceed $3,250,000 94.6252,400,000 95.00% of the VWAP Equal to or greater than $6.50 5.60 and less than $7.00 6.40 Not to exceed $3,000,000 94.6252,100,000 95.00% of the VWAP Equal to or greater than $6.00 4.80 and less than $6.50 5.60 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2251,800,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 4.80 Not to exceed $1,750,000 94.1251,500,000 95.00% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1251,300,000 95.00% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1251,100,000 95.00% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125900,000 95.00% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $700,000 95.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 4,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 36.00 Not to exceed $6,250,000 96.1255,250,000 96.25% of the VWAP Equal to or greater than $17.00 34.00 and less than $18.00 36.00 Not to exceed $6,000,000 95.8755,000,000 96.20% of the VWAP Equal to or greater than $32.00 and less than $34.00 Not to exceed $4,750,000 96.15% of the VWAP Equal to or greater than $30.00 and less than $32.00 Not to exceed $4,500,000 96.10% of the VWAP Equal to or greater than $28.00 and less than $30.00 Not to exceed $4,250,000 96.05% of the VWAP Equal to or greater than $26.00 and less than $28.00 Not to exceed $4,000,000 96.00% of the VWAP Equal to or greater than $24.00 and less than $26.00 Not to exceed $3,750,000 95.80% of the VWAP Equal to or greater than $22.00 and less than $24.00 Not to exceed $3,500,000 95.60% of the VWAP Equal to or greater than $20.00 and less than $22.00 Not to exceed $3,250,000 95.40% of the VWAP Equal to or greater than $18.00 and less than $20.00 Not to exceed $3,000,000 95.20% of the VWAP Equal to or greater than $16.00 and less than $17.00 18.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6252,750,000 95.00% of the VWAP Equal to or greater than $14.00 and less than $15.00 16.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3752,500,000 94.75% of the VWAP Equal to or greater than $12.00 and less than $13.00 14.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1252,250,000 94.50% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 12.00 Not to exceed $2,000,000 94.22594.38% of the VWAP Equal to or greater than $4.00 and less than $4.50 10.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.12594.25% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless Company and Investor mutually agree, at no time shall the Investor be required to purchase more than $6,250,000 the applicable amount worth of Common Stock pursuant to the preceding paragraph in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.”
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “"Discount Price”") shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP --------------- ---------------------- -------------- Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.37512,000,000 96.50% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12511,000,000 96.40% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87510,000,000 96.30% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8759,000,000 96.20% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6258,000,000 96.00% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6257,000,000 95.75% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4256,000,000 95.50% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2255,000,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1254,000,000 94.75% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1253,000,000 94.50% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 12,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “"Fixed Request Exercise Date”".
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Ariad Pharmaceuticals Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6256,400,000 96.00% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6255,600,000 96.00% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4254,800,000 95.80% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.3254,000,000 95.60% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2253,600,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.1253,200,000 95.40% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1252,800,000 95.30% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1252,400,000 95.20% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed $2,200,000 95.10% of the VWAP Equal to or greater than $2.50 and less than $3.00 2.75 Not to exceed $1,000,000 94.1252,000,000 95.00% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $1,600,000 94.50% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $1,200,000 94.00% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $800,000 94.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 6,400,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 10.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87511,000,000 96.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.87510,000,000 96.750% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6259,000,000 96.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6258,000,000 96.500% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4257,000,000 96.250% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2256,000,000 96.000% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.1255,000,000 95.750% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1254,500,000 95.625% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1254,000,000 95.500% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1253,500,000 95.375% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $3,000,000 95.250% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $2,500,000 95.125% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $2,000,000 95.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 11,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 15.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.62522,500,000 97.000% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.62521,000,000 97.000% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.37519,500,000 96.650% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.37518,000,000 96.750% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12516,500,000 96.625% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87515,000,000 96.500% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.87513,500,000 96.250% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.62512,000,000 96.250% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62510,500,000 96.000% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4259,000,000 95.750% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2257,500,000 95.250% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1256,000,000 95.000% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.1254,500,000 94.500% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed $1,000,000 94.1253,000,000 94.000% of the VWAP Equal to or greater than $1.00 and less than $2.00 Not to exceed $1,500,000 93.500% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 22,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Arena Pharmaceuticals Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 15.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6253,750,000 95.00% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.6253,500,000 94.90% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3753,250,000 94.80% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3753,000,000 94.70% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1252,750,000 94.60% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8752,500,000 94.50% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8752,250,000 94.40% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6252,000,000 94.30% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6251,750,000 94.20% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4251,500,000 94.10% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.3251,250,000 94.00% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2251,000,000 93.75% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125750,000 93.50% of the VWAP Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125625,000 93.25% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125500,000 93.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 3,750,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Pharmacyclics Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 10.00 Not to exceed $6,250,000 9,000,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8758,000,000 95.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6257,000,000 95.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $6,000,000 95.375% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $5,000,000 95.125% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 3.00 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1252,500,000 94.375% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 1,750,000 94.125% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $500,000 94.125% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 9,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Shares on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.62516,000,000 97.35% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62514,000,000 97.10% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.42512,000,000 96.85% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22510,000,000 96.60% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.1258,000,000 96.35% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1257,000,000 95.35% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1256,000,000 94.85% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1255,000,000 94.35% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $4,000,000 93.85% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $4,000,000 93.35% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $3,500,000 93.35% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 16,000,000 worth of Common Stock Shares in respect of any Pricing Period (not including Common Stock Shares subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 9.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8757,250,000 96.750% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6256,500,000 96.500% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6255,750,000 96.250% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4255,000,000 96.000% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2254,250,000 95.750% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1253,500,000 95.500% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.1252,750,000 95.250% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed $1,000,000 94.1251,750,000 95.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 7,250,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (NPS Pharmaceuticals Inc)
Fixed Requests. From and after the Effective Date and from time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 8.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62596.000% of the VWAP Equal to or greater than $6.00 and less than $6.50 8.00 Not to exceed $2,750,000 94.5253,250,000 96.000% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4253,000,000 95.875% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.3252,750,000 95.625% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2252,500,000 95.500% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.1252,250,000 95.250% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1252,000,000 95.000% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1251,750,000 94.750% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,500,000 94.500% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed $1,250,000 94.375% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed $1,000,000 94.125% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed $750,000 94.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 4,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.54.9% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22512,000,000 96.40% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.12510,000,000 96.20% of the VWAP Equal to or greater than $3.50 2.80 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1256,500,000 96.00% of the VWAP Equal to or greater than $2.50 and less than $3.00 2.80 Not to exceed $1,000,000 94.1256,000,000 95.80% of the VWAP Equal to or greater than $2.25 and less than $2.50 Not to exceed $5,500,000 95.60% of the VWAP Equal to or greater than $1.95 and less than $2.25 Not to exceed $5,000,000 95.40% of the VWAP Equal to or greater than $1.65 and less than $1.95 Not to exceed $4,500,000 95.20% of the VWAP Equal to or greater than $1.40 and less than $1.65 Not to exceed $4,000,000 95.00% of the VWAP Equal to or greater than $1.25 and less than $1.40 Not to exceed $3,500,000 94.80% of the VWAP Equal to or greater than $1.05 and less than $1.25 Not to exceed $3,000,000 94.60% of the VWAP Equal to or greater than $0.90 and less than $1.05 Not to exceed $2,500,000 94.40% of the VWAP Equal to or greater than $0.70 and less than $0.90 Not to exceed $2,000,000 94.20% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 12,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Delcath Systems Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 8.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62595.00% of the VWAP Equal to or greater than $6.00 and less than $6.50 8.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4254,000,000 95.00% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.3253,500,000 95.00% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2253,000,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.1252,500,000 95.00% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1252,000,000 95.00% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1251,600,000 95.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 4,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 13.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3758,500,000 96.225% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3757,750,000 96.125% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1257,000,000 95.875% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8756,250,000 95.625% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8755,500,000 95.375% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6254,750,000 95.375% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6254,000,000 95.125% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4253,250,000 94.875% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2252,500,000 94.625% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.1252,000,000 94.375% of the VWAP Equal to or greater than $3.50 3.00 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed $1,000,000 94.12593.625% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 8,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 2.00 Not to exceed $6,250,000 96.1252,500,000 94.00% of the VWAP Equal to or greater than $17.00 1.50 and less than $18.00 2.00 Not to exceed $6,000,000 95.8751,875,000 93.75% of the VWAP Equal to or greater than $16.00 1.00 and less than $17.00 1.50 Not to exceed $5,750,000 95.8751,250,000 93.50% of the VWAP Equal to or greater than $15.00 0.90 and less than $16.00 1.00 Not to exceed $5,550,000 95.6251,125,000 93.25% of the VWAP Equal to or greater than $14.00 0.80 and less than $15.00 0.90 Not to exceed $5,250,000 95.6251,000,000 93.00% of the VWAP Equal to or greater than $13.00 0.70 and less than $14.00 0.80 Not to exceed $5,000,000 95.375875,000 93.00% of the VWAP Equal to or greater than $12.00 0.60 and less than $13.00 0.70 Not to exceed $4,750,000 95.375750,000 93.00% of the VWAP Equal to or greater than $11.00 0.50 and less than $12.00 0.60 Not to exceed $4,500,000 95.125625,000 93.00% of the VWAP Equal to or greater than $10.00 0.40 and less than $11.00 0.50 Not to exceed $4,250,000 94.875500,000 93.00% of the VWAP Equal to or greater than $9.00 0.30 and less than $10.00 0.40 Not to exceed $4,000,000 94.875375,000 93.00% of the VWAP Equal to or greater than $8.00 0.20 and less than $9.00 0.30 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.125250,000 93.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 2,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 15.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6259,000,000 96.875% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.6258,500,000 96.875% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3758,000,000 96.625% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3757,500,000 96.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1257,000,000 96.375% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8756,500,000 96.125% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8756,000,000 96.125% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.6255,500,000 95.875% of the VWAP Equal to or greater than $7.50 7.00 and less than $8.00 Not to exceed $5,000,000 95.625% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 3.00 and less than $7.50 4.00 Not to exceed $3,250,000 94.6253,000,000 94.375% of the VWAP Equal to or greater than $6.50 2.00 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 3.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 1.50 and less than $4.00 2.00 Not to exceed $1,500,000 94.1252,250,000 93.875% of the VWAP Equal to or greater than $3.00 1.37 and less than $3.50 1.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1252,000,000 93.750% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 9,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 15.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6256,500,000 96.375% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.6256,000,000 96.125% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3755,500,000 95.875% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3755,000,000 95.625% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12595.625% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8754,000,000 95.375% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8753,500,000 95.125% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6253,000,000 95.125% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6252,750,000 94.875% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 7.00 Not to exceed $2,500,000 94.42594.875% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22594.625% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1252,000,000 94.625% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 6,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 10.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8757,750,000 95.950% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8757,000,000 95.850% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6256,250,000 95.750% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6255,500,000 95.375% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4254,750,000 95.125% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2254,000,000 94.750% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1253,250,000 94.500% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.1252,500,000 94.250% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed $1,000,000 94.1251,750,000 93.750% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 7,750,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 5.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.32594.00% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2252,250,000 94.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.1252,000,000 94.00% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1251,750,000 94.00% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.1251,500,000 94.00% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,250,000 94.00% of the VWAP Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $2.00 and less than $2.50 Not to exceed $1,000,000 94.12594.00% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed $875,000 94.00% of the VWAP Equal to or greater than $1.50 and less than $1.75 Not to exceed $750,000 94.00% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed $625,000 94.00% of the VWAP Equal to or greater than $1.00 and less than $1.25 Not to exceed $500,000 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.00 Not to exceed $375,000 94.00% of the VWAP Equal to or greater than $0.50 and less than $0.75 Not to exceed $250,000 94.00% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 2,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “"Discount Price”") shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP --------------- ---------------------- -------------- Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8756,000,000 96.25% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8755,500,000 96.00% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6255,000,000 96.00% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6254,500,000 95.75% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4254,000,000 95.50% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2253,500,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1253,000,000 94.75% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1252,500,000 94.50% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 6,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “"Fixed Request Exercise Date”".
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Lexicon Genetics Inc/Tx)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 25.00 Not to exceed $6,250,000 96.12512,500,000 96.35% of the VWAP Equal to or greater than $24.00 and less than $25.00 Not to exceed $12,000,000 96.30% of the VWAP Equal to or greater than $23.00 and less than $24.00 Not to exceed $11,500,000 96.25% of the VWAP Equal to or greater than $22.00 and less than $23.00 Not to exceed $11,000,000 96.20% of the VWAP Equal to or greater than $21.00 and less than $22.00 Not to exceed $10,500,000 96.15% of the VWAP Equal to or greater than $20.00 and less than $21.00 Not to exceed $10,000,000 96.10% of the VWAP Equal to or greater than $19.00 and less than $20.00 Not to exceed $9,500,000 96.05% of the VWAP Equal to or greater than $18.00 and less than $19.00 Not to exceed $9,000,000 96.00% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.8758,500,000 95.90% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.8758,000,000 95.75% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.6257,500,000 95.60% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.6257,000,000 95.45% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.3756,500,000 95.30% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3756,000,000 95.15% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.1255,500,000 95.00% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1255,000,000 94.85% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 12,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Fixed Requests. From time to time during the Investment Period, the Company may may, in its sole discretion discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 16.00 Not to exceed $6,250,000 96.12510,000,000 97.00% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 13.50 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.375% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.3758,000,000 97.00% of the VWAP Equal to or greater than $11.00 and less than $12.00 13.50 Not to exceed $4,500,000 95.1256,000,000 96.50% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8755,500,000 96.30% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8755,000,000 96.10% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6254,500,000 95.90% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6254,000,000 95.70% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4253,500,000 95.50% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.2253,000,000 95.30% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.1252,500,000 95.10% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.1251,500,000 94.90% of the VWAP Equal to or greater than $2.50 1.00 and less than $3.00 Not to exceed $1,000,000 94.12594.70% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless otherwise mutually agreed upon by the Investor and the Company, at no time shall the Investor be required to purchase more than $6,250,000 10,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Trius Therapeutics Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Companybelow, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 14.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.875% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.62513,000,000 96.20% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.37512,000,000 95.95% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.37511,000,000 95.95% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12510,000,000 95.70% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.8759,000,000 95.70% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.8758,000,000 95.45% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.6257,000,000 95.45% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.6256,000,000 95.20% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.4255,000,000 94.95% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1254,000,000 94.70% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 13,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Isis Pharmaceuticals Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: (i) the amount in the applicable Fixed Amount Requested column below and (ii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 17.00 Not to exceed $6,250,000 96.125% of the VWAP Equal to or greater than $17.00 and less than $18.00 Not to exceed $6,000,000 95.87529,500,000 97.125% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $5,750,000 95.87528,000,000 96.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.62526,500,000 96.875% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.62525,000,000 96.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.37523,500,000 96.625% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $4,750,000 95.37522,000,000 96.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.12520,500,000 96.375% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.87519,000,000 96.375% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.87517,500,000 96.125% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.62516,000,000 95.875% of the VWAP Equal to or greater than $7.00 and less than $7.50 8.00 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.62514,500,000 95.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 7.00 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.42513,000,000 95.375% of the VWAP Equal to or greater than $5.00 and less than $5.50 6.00 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.22511,500,000 95.125% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.12510,000,000 94.875% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed $1,250,000 94.125$ 8,000,000 94.625% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed $1,000,000 $ 6,000,000 94.125% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 29,500,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Encysive Pharmaceuticals Inc)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon in writing by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request NoticeNotice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) unless the parties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of: of (ia) the amount in the applicable Fixed Amount Requested column below and (iib) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $18.00 60.00 Not to exceed $6,250,000 96.12530,000,000 97.00% of the VWAP Equal to or greater than $17.00 50.00 and less than $18.00 60.00 Not to exceed $6,000,000 95.87525,000,000 96.90% of the VWAP Equal to or greater than $40.00 and less than $50.00 Not to exceed $21,000,000 96.80% of the VWAP Equal to or greater than $35.00 and less than $40.00 Not to exceed $19,000,000 96.70% of the VWAP Equal to or greater than $30.00 and less than $35.00 Not to exceed $16,000,000 96.60% of the VWAP Equal to or greater than $27.00 and less than $30.00 Not to exceed $15,000,000 96.50% of the VWAP Equal to or greater than $23.00 and less than $27.00 Not to exceed $13,000,000 96.50% of the VWAP Equal to or greater than $20.00 and less than $23.00 Not to exceed $12,000,000 95.75% of the VWAP Equal to or greater than $16.00 and less than $17.00 20.00 Not to exceed $5,750,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $5,550,000 95.625% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $5,250,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $5,000,000 95.37510,000,000 95.50% of the VWAP Equal to or greater than $12.00 and less than $13.00 16.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.125% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,250,000 94.875% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $4,000,000 94.875% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,750,000 94.625% of the VWAP Equal to or greater than $7.50 and less than $8.00 Not to exceed $3,500,000 94.625% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $3,250,000 94.625% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $3,000,000 94.625% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $2,750,000 94.525% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,500,000 94.425% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.325% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed $2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed $1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $1,000,000 94.1258,000,000 95.25% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $6,250,000 30,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”. For the avoidance of doubt, the parties hereto may modify any of the price or share amount parameters or any of the other terms that may apply to any Fixed Request set forth in this Article II by mutual agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Sun Communities Inc)
