Appears in 1 contract

Samples: Common Stock Purchase Agreement (Microvision 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 8.00 Not to exceed $~~8,500,000 96.50~~6,400,000 96.00% of the VWAP Equal to or greater than $~~4.75~~ 7.00 and less than $~~5.00~~ 8.00 Not to exceed $~~8,000,000 96.50~~5,600,000 96.00% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $4,800,000 95.80% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $4,000,000 95.60% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.00 Not to exceed $~~7,500,000 95.50% of the VWAP Equal to or greater than $4.25 and less than $4.50 Not to exceed $7,000,000~~ 3,600,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 4.50 Not to exceed $~~6,500,000 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~~3,200,000 95.40% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~2,800,000 95.30% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 95.50~~2,400,000 95.20% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed $~~4,000,000 95.50~~2,200,000 95.10% of the VWAP Equal to or greater than $2.50 and less than $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~~ 2,000,000 95.00% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 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~~ 1,600,000 94.50% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000~~ 1,200,000 94.00% of the VWAP Equal to or greater than $~~1.25~~ 1.00 and less than $1.50 Not to exceed $~~1,000,000~~ 800,000 94.00~~% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Syntroleum 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 20.00 Not to exceed $~~8,500,000 96.50~~5,500,000 96.375% of the VWAP Equal to or greater than $~~4.75~~ 19.00 and less than $~~5.00~~ 20.00 Not to exceed $~~8,000,000 96.50~~5,250,000 96.250% of the VWAP Equal to or greater than $~~4.50~~ 18.00 and less than $~~4.75~~ 19.00 Not to exceed $~~7,500,000 95.50~~5,000,000 96.125% of the VWAP Equal to or greater than $~~4.25~~ 17.00 and less than $~~4.50~~ 18.00 Not to exceed $~~7,000,000 95.50~~4,750,000 96.000% of the VWAP Equal to or greater than $16.00 and less than $17.00 Not to exceed $4,500,000 95.875% of the VWAP Equal to or greater than $15.00 and less than $16.00 Not to exceed $4,250,000 95.750% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $4,000,000 95.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $3,750,000 95.500% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $3,500,000 95.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $3,250,000 95.250% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $3,000,000 95.125% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $2,750,000 95.000% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $2,500,000 94.875% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $2,250,000 94.750% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $2,000,000 94.625% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $1,750,000 94.500% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.501,500,000 94.375% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.501,250,000 94.250% 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 $~~8,500,000~~ 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~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $5.00 Not to exceed $8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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~~1,600,000 95.00% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000 94.00~~1,200,000 94.75% of the VWAP Equal to or greater than $~~1.25~~ 1.00 and less than $1.50 Not to exceed $~~1,000,000 94.00~~800,000 94.50% of the VWAP Equal to or greater than $~~0.75~~ 0.90 and less than $~~1.25~~ 1.00 Not to exceed $~~1,000,000 93.50~~720,000 94.50% of the VWAP Equal to or greater than $0.80 and less than $0.90 Not to exceed $640,000 94.50% of the VWAP Equal to or greater than $0.70 and less than $0.80 Not to exceed $560,000 94.50% of the VWAP Equal to or greater than $0.60 and less than $0.70 Not to exceed $480,000 94.50% of the VWAP Equal to or greater than $0.50 and less than $0.60 Not to exceed $400,000 94.50% of the VWAP Equal to or greater than $0.40 and less than $0.50 Not to exceed $320,000 94.50% of the VWAP Equal to or greater than $0.30 and less than $0.40 Not to exceed $240,000 94.50% of the VWAP Equal to or greater than $0.20 and less than $0.30 Not to exceed $160,000 94.50% of the VWAP Equal to or greater than $0.10 and less than $0.20 Not to exceed $100,000 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 $~~8,500,000~~ 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 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 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 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~~ 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 1.75 Not to exceed $8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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 94.5010,937,500 96.00% of the VWAP Equal to or greater than $1.50 and less than $1.75 Not to exceed $~~1,500,000 94.00~~9,375,000 95.50% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed $~~1,000,000~~ 7,812,500 95.00% of the VWAP Equal to or greater than $1.00 and less than $1.25 Not to exceed $6,250,000 94.50% of the VWAP Equal to or greater than $0.85 and less than $1.00 Not to exceed $5,312,500 94.00% of the VWAP Equal to or greater than $~~0.75~~ 0.70 and less than $~~1.25~~ 0.85 Not to exceed $~~1,000,000 93.50~~4,375,000 94.00% of the VWAP Equal to or greater than $0.55 and less than $0.70 Not to exceed $3,437,500 94.00% of the VWAP Equal to or greater than $0.40 and less than $0.55 Not to exceed $2,500,000 94.00% of the VWAP Equal to or greater than $0.25 and less than $0.40 Not to exceed $1,562,500 94.00% 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 $~~8,500,000~~ 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

Samples: Common Share Purchase Agreement (Xoma LTD /De/)

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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 10.00 Not to exceed $~~8,500,000 96.50~~11,000,000 96.875% of the VWAP Equal to or greater than $~~4.75~~ 9.00 and less than $~~5.00~~ 10.00 Not to exceed $~~8,000,000 96.50~~10,000,000 96.750% of the VWAP Equal to or greater than $~~4.50~~ 8.00 and less than $~~4.75~~ 9.00 Not to exceed $~~7,500,000 95.50~~9,000,000 96.625% of the VWAP Equal to or greater than $~~4.25~~ 7.00 and less than $~~4.50~~ 8.00 Not to exceed $8,000,000 96.500% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $7,000,000 ~~95.50~~96.250% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $6,000,000 96.000% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $~~6,500,000 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~~5,000,000 95.750% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~4,500,000 95.625% of the VWAP Equal to or greater than $3.00 and less than $~~3.25 Not to exceed $4,500,000 95.50% of the VWAP Equal to or greater than $2.75 and less than $3.00~~ 3.50 Not to exceed $4,000,000 ~~95.50~~95.500% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 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~~95.375% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 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~~3,000,000 95.250% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000 94.00~~2,500,000 95.125% of the VWAP Equal to or greater than $~~1.25~~ 1.00 and less than $1.50 Not to exceed $~~1,000,000 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~2,000,000 95.000% 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 $~~8,500,000~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $5.00 Not to exceed $~~8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50~~2,500,000 94.00% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.00 Not to exceed $~~7,500,000 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~~2,250,000 94.00% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 4.50 Not to exceed $~~6,500,000 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~~2,000,000 94.00% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~1,750,000 94.00% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 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~~1,500,000 94.00% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 Not to exceed $~~3,500,000 95.00~~1,250,000 94.00% 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~~ Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 Not to exceed $~~2,500,000 94.50~~1,000,000 94.00% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed $~~2,000,000 94.50~~875,000 94.00% of the VWAP Equal to or greater than $1.50 and less than $1.75 Not to exceed $~~1,500,000~~ 750,000 94.00% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed $~~1,000,000~~ 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 $~~1.25~~ 1.00 Not to exceed $~~1,000,000 93.50~~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~~, unless otherwise mutually agreed upon by the Investor and the Company~~, at no time shall the Investor be required to purchase more than $~~8,500,000~~ 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 (Jones Soda Co)

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 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 at the Discount Price~~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) 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 (a) the amount in the applicable Fixed Amount Requested column below and (b)~~ 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 10.00 Not to exceed $~~8,500,000 96.50~~9,000,000 96.125% of the VWAP Equal to or greater than $~~4.75~~ 9.00 and less than $~~5.00~~ 10.00 Not to exceed $8,000,000 ~~96.50~~95.875% of the VWAP Equal to or greater than $~~4.50~~ 8.00 and less than $~~4.75~~ 9.00 Not to exceed $~~7,500,000 95.50~~7,000,000 95.625% of the VWAP Equal to or greater than $~~4.25~~ 7.00 and less than $~~4.50~~ 8.00 Not to exceed $~~7,000,000 95.50~~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 $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.503,250,000 94.625% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $~~4,500,000 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~~2,500,000 94.375% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 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~~1,750,000 94.125% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 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~~1,250,000 94.125% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50500,000 94.125% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Nanogen 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 by the Investor and the Company~~below, 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 14.00 Not to exceed $~~8,500,000 96.50~~13,000,000 96.20% of the VWAP Equal to or greater than $~~4.75~~ 13.00 and less than $~~5.00~~ 14.00 Not to exceed $~~8,000,000 96.50~~12,000,000 95.95% of the VWAP Equal to or greater than $~~4.50~~ 12.00 and less than $~~4.75~~ 13.00 Not to exceed $~~7,500,000 95.50~~11,000,000 95.95% of the VWAP Equal to or greater than $~~4.25~~ 11.00 and less than $~~4.50~~ 12.00 Not to exceed $~~7,000,000 95.50~~10,000,000 95.70% of the VWAP Equal to or greater than $~~4.00~~ 10.00 and less than $~~4.25~~ 11.00 Not to exceed $~~6,500,000 95.50~~9,000,000 95.70% of the VWAP Equal to or greater than $~~3.75~~ 9.00 and less than $~~4.00~~ 10.00 Not to exceed $~~6,000,000 95.50~~8,000,000 95.45% of the VWAP Equal to or greater than $~~3.50~~ 8.00 and less than $~~3.75~~ 9.00 Not to exceed $~~5,500,000 95.50~~7,000,000 95.45% of the VWAP Equal to or greater than $~~3.25~~ 7.00 and less than $~~3.50~~ 8.00 Not to exceed $~~5,000,000 95.50~~6,000,000 95.20% of the VWAP Equal to or greater than $~~3.00~~ 6.00 and less than $~~3.25~~ 7.00 Not to exceed $~~4,500,000 95.50~~5,000,000 94.95% of the VWAP Equal to or greater than $~~2.75~~ 5.00 and less than $~~3.00~~ 6.00 Not to exceed $4,000,000 95.50% of the VWAP Equal to or greater than $2.50 and less than $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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.5094.70% 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 $~~8,500,000~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $5.00 Not to exceed $8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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~~94.00% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000 94.00~~1,875,000 93.75% of the VWAP Equal to or greater than $~~1.25~~ 1.00 and less than $1.50 Not to exceed $~~1,000,000 94.00~~1,250,000 93.50% of the VWAP Equal to or greater than $~~0.75~~ 0.90 and less than $~~1.25~~ 1.00 Not to exceed $1,125,000 93.25% of the VWAP Equal to or greater than $0.80 and less than $0.90 Not to exceed $1,000,000 ~~93.50~~93.00% of the VWAP Equal to or greater than $0.70 and less than $0.80 Not to exceed $875,000 93.00% of the VWAP Equal to or greater than $0.60 and less than $0.70 Not to exceed $750,000 93.00% of the VWAP Equal to or greater than $0.50 and less than $0.60 Not to exceed $625,000 93.00% of the VWAP Equal to or greater than $0.40 and less than $0.50 Not to exceed $500,000 93.00% of the VWAP Equal to or greater than $0.30 and less than $0.40 Not to exceed $375,000 93.00% of the VWAP Equal to or greater than $0.20 and less than $0.30 Not to exceed $250,000 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 $~~8,500,000~~ 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 15.00 Not to exceed $~~8,500,000 96.50~~6,500,000 96.375% of the VWAP Equal to or greater than $~~4.75~~ 14.00 and less than $~~5.00~~ 15.00 Not to exceed $~~8,000,000 96.50~~6,000,000 96.125% of the VWAP Equal to or greater than $~~4.50~~ 13.00 and less than $~~4.75~~ 14.00 Not to exceed $~~7,500,000 95.50~~5,500,000 95.875% of the VWAP Equal to or greater than $~~4.25~~ 12.00 and less than $~~4.50~~ 13.00 Not to exceed $~~7,000,000 95.50~~5,000,000 95.625% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $4,500,000 95.625% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $4,000,000 95.375% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $3,500,000 95.125% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $3,000,000 95.125% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $2,750,000 94.875% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $2,500,000 94.875% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $2,250,000 94.625% of the VWAP Equal to or greater than $4.00 and less than $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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 5.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.5094.625% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Solexa, 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 26.00 Not to exceed $~~8,500,000 96.50~~32,000,000 96.70% of the VWAP Equal to or greater than $~~4.75~~ 25.00 and less than $~~5.00~~ 26.00 Not to exceed $~~8,000,000 96.50~~31,000,000 96.70% of the VWAP Equal to or greater than $~~4.50~~ 24.00 and less than $~~4.75~~ 25.00 Not to exceed $~~7,500,000 95.50~~29,500,000 96.70% of the VWAP Equal to or greater than $~~4.25~~ 23.00 and less than $~~4.50~~ 24.00 Not to exceed $~~7,000,000 95.50~~28,000,000 96.45% of the VWAP Equal to or greater than $~~4.00~~ 22.00 and less than $~~4.25~~ 23.00 Not to exceed $~~6,500,000 95.50~~27,000,000 96.45% of the VWAP Equal to or greater than $~~3.75~~ 21.00 and less than $~~4.00~~ 22.00 Not to exceed $~~6,000,000 95.50~~26,000,000 96.45% of the VWAP Equal to or greater than $~~3.50~~ 20.00 and less than $~~3.75~~ 21.00 Not to exceed $~~5,500,000 95.50~~24,500,000 96.45% of the VWAP Equal to or greater than $~~3.25~~ 19.00 and less than $~~3.50~~ 20.00 Not to exceed $~~5,000,000 95.50~~23,000,000 96.20% of the VWAP Equal to or greater than $~~3.00~~ 18.00 and less than $~~3.25~~ 19.00 Not to exceed $~~4,500,000 95.50~~22,000,000 96.20% of the VWAP Equal to or greater than $~~2.75~~ 17.00 and less than $~~3.00~~ 18.00 Not to exceed $~~4,000,000 95.50~~21,000,000 95.95% of the VWAP Equal to or greater than $~~2.50~~ 16.00 and less than $~~2.75~~ 17.00 Not to exceed $~~3,500,000 95.00~~19,500,000 95.95% of the VWAP Equal to or greater than $~~2.25~~ 15.00 and less than $~~2.50~~ 16.00 Not to exceed $~~3,000,000 95.00~~18,000,000 95.95% of the VWAP Equal to or greater than $~~2.00~~ 14.00 and less than $~~2.25~~ 15.00 Not to exceed $~~2,500,000 94.50~~17,000,000 95.95% of the VWAP Equal to or greater than $~~1.75~~ 13.00 and less than $~~2.00~~ 14.00 Not to exceed $~~2,000,000 94.50~~16,000,000 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 $14,500,000 95.70% of the VWAP Equal to or greater than $~~1.50~~ 11.00 and less than $~~1.75~~ 12.00 Not to exceed $~~1,500,000 94.00~~13,000,000 95.20% of the VWAP Equal to or greater than $~~1.25~~ 10.00 and less than $~~1.50~~ 11.00 Not to exceed $~~1,000,000 94.00~~12,000,000 95.20% of the VWAP Equal to or greater than ~~$0.75~~ $ 9.00 and less than $~~1.25~~ 10.00 Not to exceed $~~1,000,000 93.50~~11,000,000 94.95% of the VWAP Equal to or greater than $ 8.00 and less than $ 9.00 Not to exceed $ 9,500,000 94.95% 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 $~~8,500,000~~ 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 13.00 Not to exceed $8,500,000 ~~96.50~~96.225% of the VWAP Equal to or greater than $~~4.75~~ 12.00 and less than $~~5.00~~ 13.00 Not to exceed $~~8,000,000 96.50~~7,750,000 96.125% of the VWAP Equal to or greater than $~~4.50~~ 11.00 and less than $~~4.75~~ 12.00 Not to exceed $~~7,500,000 95.50~~7,000,000 95.875% of the VWAP Equal to or greater than $~~4.25~~ 10.00 and less than $~~4.50~~ 11.00 Not to exceed $~~7,000,000 95.50~~6,250,000 95.625% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $5,500,000 95.375% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $4,750,000 95.375% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $4,000,000 95.125% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $3,250,000 94.875% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $2,500,000 94.625% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.502,000,000 94.375% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 95.001,500,000 94.125% 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 3.00 Not to exceed $1,000,000 ~~94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~93.625% 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 $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

Samples: Common Stock Purchase Agreement (Depomed 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 15.00 Not to exceed $8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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 1,650,000 94.50% of the VWAP Equal to or greater than $~~1.75~~ 14.00 and less than $~~2.00~~ 15.00 Not to exceed $~~2,000,000 94.50~~1,550,000 94.40% of the VWAP Equal to or greater than $~~1.50~~ 13.00 and less than $~~1.75~~ 14.00 Not to exceed $~~1,500,000~~ 1,450,000 94.30% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $1,350,000 94.20% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $1,250,000 94.10% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $1,150,000 94.00% of the VWAP Equal to or greater than $~~1.25~~ 9.00 and less than $~~1.50~~ 10.00 Not to exceed $~~1,000,000 94.00~~1,050,000 93.90% of the VWAP Equal to or greater than $~~0.75~~ 8.00 and less than $~~1.25~~ 9.00 Not to exceed $~~1,000,000~~ 900,000 93.80% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $750,000 93.70% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $650,000 93.60% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $400,000 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Corgentech 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 12.00 Not to exceed $ 10,000,000 96.00% of the VWAP Equal to or greater than $~~8,500,000 96.50~~9.00 and less than $10.00 Not to exceed $ 7,000,000 95.75% of the VWAP Equal to or greater than $5.75 and less than $9.00 Not to exceed $ 4,500,000 95.50% of the VWAP Equal to or greater than $5.25 and less than $5.75 Not to exceed $ 4,000,000 95.25% of the VWAP Equal to or greater than $4.75 and less than $~~5.00~~ 5.25 Not to exceed ~~$8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 95.50~~$ 3,500,000 95.00% of the VWAP Equal to or greater than $4.25 and less than $~~4.50~~ 4.75 Not to exceed ~~$7,000,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $4.25 Not to exceed $6,500,000 95.50~~$ 3,000,000 94.50% of the VWAP Equal to or greater than $3.75 and less than $~~4.00~~ 4.25 Not to exceed ~~$6,000,000 95.50% of the VWAP Equal to or greater than $3.50 and less than $3.75 Not to exceed $5,500,000 95.50~~$ 2,500,000 94.25% of the VWAP Equal to or greater than $3.25 and less than $~~3.50~~ 3.75 Not to exceed ~~$5,000,000 95.50% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed $4,500,000 95.50~~$ 2,000,000 94.00% of the VWAP Equal to or greater than $2.75 and less than $~~3.00~~ 3.25 Not to exceed ~~$4,000,000 95.50% of the VWAP Equal to or greater than $2.50 and less than $2.75 Not to exceed $3,500,000 95.00~~$ 1,750,000 93.80% of the VWAP Equal to or greater than $2.25 and less than $~~2.50~~ 2.75 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 $2,500,000 94.50~~$ 1,500,000 93.60% of the VWAP Equal to or greater than $1.75 and less than $~~2.00~~ 2.25 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 $1,500,000 94.00~~$ 1,250,000 93.40% of the VWAP Equal to or greater than $1.25 and less than $~~1.50~~ 1.75 Not to exceed $$ 1,000,000 ~~94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~93.20% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (EnteroMedics 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 7.00 Not to exceed $~~8,500,000 96.50~~4,250,000 95.125% of the VWAP Equal to or greater than $~~4.75~~ 6.50 and less than $~~5.00~~ 7.00 Not to exceed $~~8,000,000 96.50~~3,750,000 95.000% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $3,250,000 94.875% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $2,750,000 94.750% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,250,000 94.625% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.00 Not to exceed $~~7,500,000 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~~2,000,000 94.500% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 4.50 Not to exceed $~~6,500,000 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~~1,750,000 94.375% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~1,500,000 94.250% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 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~~1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 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~~1,000,000 94.000% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50750,000 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 $~~8,500,000~~ 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 25.00 Not to exceed $~~8,500,000 96.50~~12,500,000 96.35% of the VWAP Equal to or greater than $~~4.75~~ 24.00 and less than $~~5.00~~ 25.00 Not to exceed $~~8,000,000 96.50~~12,000,000 96.30% of the VWAP Equal to or greater than $~~4.50~~ 23.00 and less than $~~4.75~~ 24.00 Not to exceed $~~7,500,000 95.50~~11,500,000 96.25% of the VWAP Equal to or greater than $~~4.25~~ 22.00 and less than $~~4.50~~ 23.00 Not to exceed $~~7,000,000 95.50~~11,000,000 96.20% of the VWAP Equal to or greater than $~~4.00~~ 21.00 and less than $~~4.25~~ 22.00 Not to exceed $~~6,500,000 95.50~~10,500,000 96.15% of the VWAP Equal to or greater than $~~3.75~~ 20.00 and less than $~~4.00~~ 21.00 Not to exceed $~~6,000,000 95.50~~10,000,000 96.10% of the VWAP Equal to or greater than $~~3.50~~ 19.00 and less than $~~3.75~~ 20.00 Not to exceed $~~5,500,000 95.50~~9,500,000 96.05% of the VWAP Equal to or greater than $~~3.25~~ 18.00 and less than $~~3.50~~ 19.00 Not to exceed $~~5,000,000 95.50~~9,000,000 96.00% of the VWAP Equal to or greater than $~~3.00~~ 17.00 and less than $~~3.25~~ 18.00 Not to exceed $~~4,500,000 95.50~~8,500,000 95.90% of the VWAP Equal to or greater than $~~2.75~~ 16.00 and less than $~~3.00~~ 17.00 Not to exceed $~~4,000,000 95.50~~8,000,000 95.75% of the VWAP Equal to or greater than $~~2.50~~ 15.00 and less than $~~2.75~~ 16.00 Not to exceed $~~3,500,000~~ 7,500,000 95.60% of the VWAP Equal to or greater than $14.00 and less than $15.00 Not to exceed $7,000,000 95.45% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $6,500,000 95.30% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $6,000,000 95.15% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $5,500,000 95.00% of the VWAP Equal to or greater than $~~2.25~~ 10.00 and less than $~~2.50~~ 11.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.505,000,000 94.85% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Medivation, 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 18.00 Not to exceed $~~8,500,000~~ 55,000,000 97.00% of the VWAP Equal to or greater than $16.00 and less than $18.00 Not to exceed $50,000,000 97.00% of the VWAP Equal to or greater than $14.00 and less than $16.00 Not to exceed $45,000,000 97.00% of the VWAP Equal to or greater than $12.00 and less than $14.00 Not to exceed $40,000,000 97.00% of the VWAP Equal to or greater than $10.00 and less than $12.00 Not to exceed $35,000,000 96.75% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $32,500,000 96.50% of the VWAP Equal to or greater than $~~4.75~~ 8.00 and less than $~~5.00~~ 9.00 Not to exceed $~~8,000,000 96.50~~30,000,000 96.25% of the VWAP Equal to or greater than $~~4.50~~ 7.00 and less than $~~4.75~~ 8.00 Not to exceed $~~7,500,000 95.50~~27,500,000 96.25% of the VWAP Equal to or greater than $~~4.25~~ 6.00 and less than $~~4.50~~ 7.00 Not to exceed $~~7,000,000~~ 25,000,000 96.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $22,500,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $2.75 Not to exceed $3,500,000 20,000,000 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 94.00% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Dendreon 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price --------------- ---------------------- -------------- Equal to or greater than $~~5.00~~ 12.00 Not to exceed $~~8,500,000~~ 12,000,000 96.50% of the VWAP Equal to or greater than $~~4.75~~ 11.00 and less than $~~5.00~~ 12.00 Not to exceed $~~8,000,000 96.50~~11,000,000 96.40% of the VWAP Equal to or greater than $~~4.50~~ 10.00 and less than $~~4.75~~ 11.00 Not to exceed $~~7,500,000 95.50~~10,000,000 96.30% of the VWAP Equal to or greater than $~~4.25~~ 9.00 and less than $~~4.50~~ 10.00 Not to exceed $~~7,000,000 95.50~~9,000,000 96.20% of the VWAP Equal to or greater than $~~4.00~~ 8.00 and less than $~~4.25~~ 9.00 Not to exceed $~~6,500,000 95.50~~8,000,000 96.00% of the VWAP Equal to or greater than $~~3.75~~ 7.00 and less than $~~4.00~~ 8.00 Not to exceed $7,000,000 95.75% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $6,000,000 95.50% of the VWAP Equal to or greater than $~~3.50~~ 5.00 and less than $~~3.75~~ 6.00 Not to exceed $~~5,500,000 95.50~~5,000,000 95.00% of the VWAP Equal to or greater than $~~3.25~~ 4.00 and less than $~~3.50~~ 5.00 Not to exceed $~~5,000,000 95.50~~4,000,000 94.75% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed $4,500,000 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 $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 4.00 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 94.00% 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 $~~8,500,000~~ 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~~ 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 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 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 (a) the~~ amount in the applicable Fixed Amount Requested column ~~below and (b) 2.5% of the Market Capitalization~~below: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 10.00 Not to exceed $~~8,500,000 96.50~~40,000,000 97.25% of the VWAP Equal to or greater than $~~4.75~~ 9.00 and less than $~~5.00~~ 10.00 Not to exceed $~~8,000,000 96.50~~36,000,000 97.25% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $32,000,000 97.25% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $28,000,000 97.25% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $24,000,000 97.25% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $20,000,000 97.25% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.00 Not to exceed $~~7,500,000 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~~18,000,000 97.00% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 4.50 Not to exceed $~~6,500,000 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~~16,000,000 97.00% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~14,000,000 97.00% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 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~~12,000,000 97.00% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 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~~10,000,000 97.00% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 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~~8,000,000 97.00% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000 94.00~~6,000,000 96.75% of the VWAP Equal to or greater than $~~1.25~~ 1.00 and less than $1.50 Not to exceed $~~1,000,000 94.00~~4,000,000 96.50% of the VWAP Equal to or greater than $~~0.75~~ 0.50 and less than $~~1.25~~ 1.00 Not to exceed $~~1,000,000 93.50~~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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Globalstar, 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 15.00 Not to exceed $8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $2.75 Not to exceed $3,500,000 3,750,000 95.00% of the VWAP Equal to or greater than $~~2.25~~ 14.00 and less than $~~2.50~~ 15.00 Not to exceed $~~3,000,000 95.00~~3,500,000 94.90% of the VWAP Equal to or greater than $~~2.00~~ 13.00 and less than $~~2.25~~ 14.00 Not to exceed $3,250,000 94.80% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $3,000,000 94.70% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $2,750,000 94.60% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $2,500,000 94.50% of the VWAP Equal to or greater than $~~1.75~~ 9.00 and less than $~~2.00~~ 10.00 Not to exceed $~~2,000,000 94.50~~2,250,000 94.40% of the VWAP Equal to or greater than $~~1.50~~ 8.00 and less than $~~1.75~~ 9.00 Not to exceed $2,000,000 94.30% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $1,750,000 94.20% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $1,500,000 94.10% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $1,250,000 94.00% of the VWAP Equal to or greater than $~~1.25~~ 4.50 and less than $~~1.50~~ 5.00 Not to exceed $1,000,000 ~~94.00~~93.75% of the VWAP Equal to or greater than $~~0.75~~ 4.00 and less than $~~1.25~~ 4.50 Not to exceed $~~1,000,000~~ 750,000 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 $625,000 93.25% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $500,000 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 $~~8,500,000~~ 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 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 12.00 Not to exceed $~~8,500,000 96.50~~9,000,000 96.25% of the VWAP Equal to or greater than $~~4.75~~ 11.00 and less than $~~5.00~~ 12.00 Not to exceed $~~8,000,000 96.50~~8,250,000 96.25% of the VWAP Equal to or greater than $~~4.50~~ 10.00 and less than $~~4.75~~ 11.00 Not to exceed $7,500,000 96.00% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $6,750,000 95.75% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $6,000,000 95.75% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $5,250,000 95.50% of the VWAP Equal to or greater than $~~4.25~~ 6.00 and less than $~~4.50~~ 7.00 Not to exceed $~~7,000,000 95.50~~4,500,000 95.25% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $3,750,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.503,000,000 94.50% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 2,250,000 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 94.00% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Sulphco 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 17.00 Not to exceed $~~8,500,000 96.50~~29,500,000 97.125% of the VWAP Equal to or greater than $~~4.75~~ 16.00 and less than $~~5.00~~ 17.00 Not to exceed $~~8,000,000 96.50~~28,000,000 96.875% of the VWAP Equal to or greater than $~~4.50~~ 15.00 and less than $~~4.75~~ 16.00 Not to exceed $~~7,500,000 95.50~~26,500,000 96.875% of the VWAP Equal to or greater than $~~4.25~~ 14.00 and less than $~~4.50~~ 15.00 Not to exceed $~~7,000,000 95.50~~25,000,000 96.625% of the VWAP Equal to or greater than $13.00 and less than $14.00 Not to exceed $23,500,000 96.625% of the VWAP Equal to or greater than $12.00 and less than $13.00 Not to exceed $22,000,000 96.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $20,500,000 96.375% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $19,000,000 96.375% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $17,500,000 96.125% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $16,000,000 95.875% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $14,500,000 95.625% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $13,000,000 95.375% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $11,500,000 95.125% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.5010,000,000 94.875% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 $3,000,000 95.00$ 8,000,000 94.625% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 3.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50$ 6,000,000 94.125% 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 $~~8,500,000~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 10.00 Not to exceed $~~8,500,000 96.50~~12,500,000 96.00% of the VWAP Equal to or greater than $~~4.75~~ 9.00 and less than $~~5.00~~ 10.00 Not to exceed $~~8,000,000 96.50~~11,250,000 95.75% of the VWAP Equal to or greater than $~~4.50~~ 8.00 and less than $~~4.75~~ 9.00 Not to exceed $~~7,500,000~~ 10,000,000 95.50% of the VWAP Equal to or greater than $~~4.25~~ 7.00 and less than $~~4.50~~ 8.00 Not to exceed $~~7,000,000 95.50~~8,750,000 95.25% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $7,500,000 95.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $6,250,000 94.75% of the VWAP Equal to or greater than $4.00 and less than $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 5.00 Not to exceed $5,000,000 ~~95.50~~94.50% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 95.003,750,000 94.25% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 3.00 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~~94.00% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.501,750,000 93.75% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Vical 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 16.00 Not to exceed $~~8,500,000~~ 10,000,000 97.00% of the VWAP Equal to or greater than $13.50 and less than $16.00 Not to exceed $8,000,000 97.00% of the VWAP Equal to or greater than $11.00 and less than $13.50 Not to exceed $6,000,000 96.50% of the VWAP Equal to or greater than $~~4.75~~ 10.00 and less than $~~5.00~~ 11.00 Not to exceed $~~8,000,000 96.50~~5,500,000 96.30% of the VWAP Equal to or greater than $~~4.50~~ 9.00 and less than $~~4.75~~ 10.00 Not to exceed $~~7,500,000~~ 5,000,000 96.10% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $4,500,000 95.90% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $4,000,000 95.70% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $3,500,000 95.50% of the VWAP Equal to or greater than $~~4.25~~ 5.00 and less than $~~4.50~~ 6.00 Not to exceed $~~7,000,000 95.50~~3,000,000 95.30% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.502,500,000 95.10% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $~~4,500,000 95.50~~1,500,000 94.90% of the VWAP Equal to or greater than $~~2.75~~ 1.00 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 $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 ~~94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~94.70% 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 $~~8,500,000~~ 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 9.00 Not to exceed $~~8,500,000 96.50~~7,250,000 96.750% of the VWAP Equal to or greater than $~~4.75~~ 8.00 and less than $~~5.00~~ 9.00 Not to exceed $~~8,000,000 96.50~~6,500,000 96.500% of the VWAP Equal to or greater than $~~4.50~~ 7.00 and less than $~~4.75~~ 8.00 Not to exceed $~~7,500,000 95.50~~5,750,000 96.250% of the VWAP Equal to or greater than $~~4.25~~ 6.00 and less than $~~4.50~~ 7.00 Not to exceed $~~7,000,000 95.50~~5,000,000 96.000% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $4,250,000 95.750% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.503,500,000 95.500% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 95.002,750,000 95.250% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 3.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.501,750,000 95.000% 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 $~~8,500,000~~ 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 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 15.00 Not to exceed $~~8,500,000 96.50~~22,500,000 97.000% of the VWAP Equal to or greater than $~~4.75~~ 14.00 and less than $~~5.00~~ 15.00 Not to exceed $~~8,000,000 96.50~~21,000,000 97.000% of the VWAP Equal to or greater than $~~4.50~~ 13.00 and less than $~~4.75~~ 14.00 Not to exceed $~~7,500,000 95.50~~19,500,000 96.650% of the VWAP Equal to or greater than $~~4.25~~ 12.00 and less than $~~4.50~~ 13.00 Not to exceed $~~7,000,000 95.50~~18,000,000 96.750% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $16,500,000 96.625% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $15,000,000 96.500% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $13,500,000 96.250% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $12,000,000 96.250% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $10,500,000 96.000% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $9,000,000 95.750% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $7,500,000 95.250% of the VWAP Equal to or greater than $4.00 and less than $~~4.25 Not to exceed $6,500,000 95.50% of the VWAP Equal to or greater than $3.75 and less than $4.00~~ 5.00 Not to exceed $6,000,000 ~~95.50% of the VWAP Equal to or greater than $3.50 and less than $3.75 Not to exceed $5,500,000 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~~95.000% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 95.0094.500% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 3.00 Not to exceed $~~2,500,000 94.50~~3,000,000 94.000% of the VWAP Equal to or greater than $~~1.75~~ 1.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~93.500% 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 $~~8,500,000~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 35.00 Not to exceed $~~8,500,000 96.50~~8,000,000 97.000% of the VWAP Equal to or greater than $~~4.75~~ 30.00 and less than $~~5.00~~ 35.00 Not to exceed $~~8,000,000 96.50~~7,000,000 96.750% of the VWAP Equal to or greater than $25.00 and less than $30.00 Not to exceed $6,000,000 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 $20.00 Not to exceed $4,000,000 96.000% of the VWAP Equal to or greater than $10.50 and less than $15.00 Not to exceed $3,000,000 95.800% of the VWAP Equal to or greater than $9.50 and less than $10.50 Not to exceed $2,100,000 95.700% of the VWAP Equal to or greater than $8.50 and less than $9.50 Not to exceed $1,900,000 95.600% of the VWAP Equal to or greater than $7.50 and less than $8.50 Not to exceed $1,700,000 95.500% of the VWAP Equal to or greater than $6.50 and less than $7.50 Not to exceed $1,500,000 95.250% of the VWAP Equal to or greater than $5.50 and less than $6.50 Not to exceed $1,300,000 95.000% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.50 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.501,100,000 94.500% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed $4,500,000 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 $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 4.50 Not to exceed $1,000,000 ~~94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Omeros 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 60.00 Not to exceed $~~8,500,000~~ 30,000,000 97.00% of the VWAP Equal to or greater than $50.00 and less than $60.00 Not to exceed $25,000,000 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 $~~4.75~~ 23.00 and less than $~~5.00~~ 27.00 Not to exceed $~~8,000,000~~ 13,000,000 96.50% of the VWAP Equal to or greater than $~~4.50~~ 20.00 and less than $~~4.75~~ 23.00 Not to exceed $~~7,500,000~~ 12,000,000 95.75% of the VWAP Equal to or greater than $16.00 and less than $20.00 Not to exceed $10,000,000 95.50% of the VWAP Equal to or greater than $~~4.25~~ 12.00 and less than $~~4.50~~ 16.00 Not to exceed $7,000,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.508,000,000 95.25% 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 $~~8,500,000~~ 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)

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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 15.00 Not to exceed $~~8,500,000 96.50~~9,000,000 96.875% of the VWAP Equal to or greater than $~~4.75~~ 14.00 and less than $~~5.00~~ 15.00 Not to exceed $~~8,000,000 96.50~~8,500,000 96.875% of the VWAP Equal to or greater than $~~4.50~~ 13.00 and less than $~~4.75~~ 14.00 Not to exceed $~~7,500,000 95.50~~8,000,000 96.625% of the VWAP Equal to or greater than $~~4.25~~ 12.00 and less than $~~4.50~~ 13.00 Not to exceed $7,500,000 96.375% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $7,000,000 ~~95.50~~96.375% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $6,500,000 96.125% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $6,000,000 96.125% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $5,500,000 95.875% of the VWAP Equal to or greater than $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 $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.503,500,000 94.625% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed $4,500,000 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 $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 4.00 Not to exceed $3,000,000 ~~95.00~~94.375% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 3.00 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~~94.125% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000 94.00~~2,250,000 93.875% of the VWAP Equal to or greater than $~~1.25~~ 1.37 and less than $1.50 Not to exceed $~~1,000,000 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~2,000,000 93.750% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Syntroleum 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 36.00 Not to exceed $~~8,500,000 96.50~~5,250,000 96.25% of the VWAP Equal to or greater than $~~4.75~~ 34.00 and less than $~~5.00~~ 36.00 Not to exceed $~~8,000,000 96.50~~5,000,000 96.20% of the VWAP Equal to or greater than $~~4.50~~ 32.00 and less than $~~4.75~~ 34.00 Not to exceed $~~7,500,000 95.50~~4,750,000 96.15% of the VWAP Equal to or greater than $~~4.25~~ 30.00 and less than $~~4.50~~ 32.00 Not to exceed $~~7,000,000 95.50~~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 $18.00 Not to exceed $2,750,000 95.00% of the VWAP Equal to or greater than $14.00 and less than $16.00 Not to exceed $2,500,000 94.75% of the VWAP Equal to or greater than $12.00 and less than $14.00 Not to exceed $2,250,000 94.50% of the VWAP Equal to or greater than $10.00 and less than $12.00 Not to exceed $2,000,000 94.38% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 10.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.501,750,000 94.25% of the VWAP Anything to the contrary in this Agreement notwithstanding, unless ~~otherwise~~ Company and Investor mutually ~~agreed upon by the Investor and the Company~~agree, at no time shall the Investor be required to purchase more than ~~$8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Affymax 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 10.00 Not to exceed $~~8,500,000 96.50~~4,000,000 95.00% of the VWAP Equal to or greater than $~~4.75~~ 9.00 and less than $~~5.00~~ 10.00 Not to exceed $~~8,000,000 96.50~~3,250,000 94.75% of the VWAP Equal to or greater than $~~4.50~~ 8.00 and less than $~~4.75~~ 9.00 Not to exceed $~~7,500,000 95.50~~3,000,000 94.50% of the VWAP Equal to or greater than $~~4.25~~ 7.00 and less than $~~4.50~~ 8.00 Not to exceed $~~7,000,000 95.50~~2,750,000 94.25% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $2,500,000 94.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $2,000,000 93.75% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.501,750,000 93.50% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed $4,500,000 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 $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 4.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~93.25% 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 $~~8,500,000~~ 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~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) ~~2.5~~4.9% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $5.00 Not to exceed $8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 95.50% of the VWAP Equal to or greater than $4.25 and less than $4.50 Not to exceed $7,000,000 95.5012,000,000 96.40% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $~~6,500,000 95.50~~10,000,000 96.20% of the VWAP Equal to or greater than $~~3.75~~ 2.80 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 95.50% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed $4,000,000 95.506,500,000 96.00% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 2.80 Not to exceed $~~3,500,000 95.00~~6,000,000 95.80% of the VWAP Equal to or greater than $2.25 and less than $2.50 Not to exceed $~~3,000,000 95.00~~5,500,000 95.60% of the VWAP Equal to or greater than $~~2.00~~ 1.95 and less than $2.25 Not to exceed $~~2,500,000 94.50~~5,000,000 95.40% of the VWAP Equal to or greater than $~~1.75~~ 1.65 and less than $~~2.00~~ 1.95 Not to exceed $~~2,000,000 94.50~~4,500,000 95.20% of the VWAP Equal to or greater than $~~1.50~~ 1.40 and less than $~~1.75~~ 1.65 Not to exceed $~~1,500,000 94.00~~4,000,000 95.00% of the VWAP Equal to or greater than $1.25 and less than $~~1.50~~ 1.40 Not to exceed $~~1,000,000 94.00~~3,500,000 94.80% of the VWAP Equal to or greater than $~~0.75~~ 1.05 and less than $1.25 Not to exceed $~~1,000,000 93.50~~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 $~~8,500,000~~ 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~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $5.00 Not to exceed $8,500,000 96.50% of the VWAP Equal to or greater than $4.75 and less than $5.00 Not to exceed $8,000,000 96.50% of the VWAP Equal to or greater than $4.50 and less than $4.75 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 12.00 Not to exceed $4,500,000 ~~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 $2.75 Not to exceed $3,500,000~~ 95.00% of the VWAP Equal to or greater than $~~2.25~~ 10.00 and less than $~~2.50~~ 12.00 Not to exceed $3,750,000 95.00% of the VWAP Equal to or greater than $8.00 and less than $10.00 Not to exceed $3,000,000 95.00% of the VWAP Equal to or greater than $~~2.00~~ 7.20 and less than $~~2.25~~ 8.00 Not to exceed $~~2,500,000 94.50~~2,700,000 95.00% of the VWAP Equal to or greater than $~~1.75~~ 6.40 and less than $~~2.00~~ 7.20 Not to exceed $~~2,000,000 94.50~~2,400,000 95.00% of the VWAP Equal to or greater than $~~1.50~~ 5.60 and less than $~~1.75~~ 6.40 Not to exceed $~~1,500,000 94.00~~2,100,000 95.00% of the VWAP Equal to or greater than $~~1.25~~ 4.80 and less than $~~1.50~~ 5.60 Not to exceed $~~1,000,000 94.00~~1,800,000 95.00% of the VWAP Equal to or greater than $~~0.75~~ 4.00 and less than $~~1.25~~ 4.80 Not to exceed $~~1,000,000 93.50~~1,500,000 95.00% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed $1,300,000 95.00% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $1,100,000 95.00% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $900,000 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 $~~8,500,000~~ 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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 8.00 Not to exceed $~~8,500,000 96.50~~4,500,000 95.00% of the VWAP Equal to or greater than $~~4.75~~ 6.00 and less than $~~5.00~~ 8.00 Not to exceed $~~8,000,000 96.50~~4,000,000 95.00% of the VWAP Equal to or greater than $~~4.50~~ 5.00 and less than $4.75 Not to exceed $7,500,000 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 $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $2.75 6.00 Not to exceed $3,500,000 95.00% of the VWAP Equal to or greater than $~~2.25~~ 4.50 and less than $~~2.50~~ 5.00 Not to exceed $3,000,000 95.00% of the VWAP Equal to or greater than $~~2.00~~ 4.00 and less than $~~2.25~~ 4.50 Not to exceed $2,500,000 ~~94.50~~95.00% of the VWAP Equal to or greater than $~~1.75~~ 3.50 and less than $~~2.00~~ 4.00 Not to exceed $2,000,000 ~~94.50~~95.00% of the VWAP Equal to or greater than $~~1.50~~ 3.00 and less than $~~1.75~~ 3.50 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.501,600,000 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 $~~8,500,000~~ 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 (NeoStem, 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 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 at the Discount Price; provided, however, ~~that~~ 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 7.00 Not to exceed $~~8,500,000 96.50~~14,000,000 95.00% of the VWAP Equal to or greater than $~~4.75~~ 6.00 and less than $~~5.00~~ 7.00 Not to exceed $~~8,000,000 96.50~~12,000,000 95.00% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $10,000,000 95.00% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.00 Not to exceed $~~7,500,000 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~~9,000,000 95.00% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 4.50 Not to exceed $~~6,500,000 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~~8,000,000 95.00% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~7,000,000 95.00% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 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~~6,000,000 95.00% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 Not to exceed $~~3,500,000~~ 5,000,000 95.00% of the VWAP Equal to or greater than $~~2.25~~ 2.00 and less than $2.50 Not to exceed $4,000,000 95.00% of the VWAP Equal to or greater than $1.50 and less than $2.00 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 1.00 and less than $1.50 Not to exceed $~~1,000,000 94.00~~2,000,000 95.00% of the VWAP Equal to or greater than $0.75 and less than $~~1.25~~ 1.00 Not to exceed $1,500,000 95.00% of the VWAP Equal to or greater than $0.50 and less than $0.75 Not to exceed $1,000,000 ~~93.50~~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 $~~8,500,000~~ 14,000,000 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 (Emcore Corp)

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 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 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 8.00 Not to exceed $~~8,500,000 96.50~~4,500,000 96.000% of the VWAP Equal to or greater than $~~4.75~~ 6.00 and less than $~~5.00~~ 8.00 Not to exceed $~~8,000,000 96.50~~3,250,000 96.000% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $3,000,000 95.875% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $2,750,000 95.625% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.00 Not to exceed $~~7,500,000 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~~2,500,000 95.500% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 4.50 Not to exceed $~~6,500,000 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~~2,250,000 95.250% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~2,000,000 95.000% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 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~~1,750,000 94.750% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 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~~1,500,000 94.500% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 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~~1,250,000 94.375% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000 94.00~~1,000,000 94.125% of the VWAP Equal to or greater than $~~1.25~~ 1.00 and less than $1.50 Not to exceed $~~1,000,000 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~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 $~~8,500,000~~ 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 (Durect 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 18.00 Not to exceed $~~8,500,000 96.50~~6,250,000 96.125% of the VWAP Equal to or greater than $~~4.75~~ 17.00 and less than $~~5.00~~ 18.00 Not to exceed $~~8,000,000 96.50~~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 $~~4.75~~ 5.00 Not to exceed $~~7,500,000 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~~2,000,000 94.225% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 4.50 Not to exceed $~~6,500,000 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~~1,750,000 94.125% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~1,500,000 94.125% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 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~~1,250,000 94.125% of the VWAP Equal to or greater than $2.50 and less than $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 3.00 Not to exceed $1,000,000 ~~94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~94.125% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Acusphere 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 15.00 Not to exceed $~~8,500,000 96.50~~11,000,000 96.000% of the VWAP Equal to or greater than $~~4.75~~ 14.00 and less than $~~5.00~~ 15.00 Not to exceed $~~8,000,000 96.50~~10,250,000 95.875% of the VWAP Equal to or greater than $~~4.50~~ 13.00 and less than $~~4.75~~ 14.00 Not to exceed $~~7,500,000 95.50~~9,500,000 95.750% of the VWAP Equal to or greater than $~~4.25~~ 12.00 and less than $~~4.50~~ 13.00 Not to exceed $~~7,000,000 95.50~~8,750,000 95.625% of the VWAP Equal to or greater than $11.00 and less than $12.00 Not to exceed $8,000,000 95.500% of the VWAP Equal to or greater than $10.00 and less than $11.00 Not to exceed $7,250,000 95.375% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $6,500,000 95.250% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $5,750,000 95.125% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $5,000,000 95.000% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $4,250,000 94.750% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $3,500,000 94.500% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.502,750,000 94.250% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed $4,500,000 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 $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 4.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.5094.000% 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 $~~8,500,000~~ 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 36.00 Not to exceed $~~8,500,000 96.50~~5,250,000 96.25% of the VWAP Equal to or greater than $~~4.75~~ 34.00 and less than $~~5.00~~ 36.00 Not to exceed $~~8,000,000 96.50~~5,000,000 96.20% of the VWAP Equal to or greater than $~~4.50~~ 32.00 and less than $~~4.75~~ 34.00 Not to exceed $~~7,500,000 95.50~~4,750,000 96.15% of the VWAP Equal to or greater than $~~4.25~~ 30.00 and less than $~~4.50~~ 32.00 Not to exceed $~~7,000,000 95.50~~4,500,000 96.10% of the VWAP Equal to or greater than $~~4.00~~ 28.00 and less than $~~4.25~~ 30.00 Not to exceed $~~6,500,000 95.50~~4,250,000 96.05% of the VWAP Equal to or greater than $~~3.75~~ 26.00 and less than $~~4.00~~ 28.00 Not to exceed $~~6,000,000 95.50~~4,000,000 96.00% of the VWAP Equal to or greater than $~~3.50~~ 24.00 and less than $~~3.75~~ 26.00 Not to exceed $~~5,500,000 95.50~~3,750,000 95.80% of the VWAP Equal to or greater than $~~3.25~~ 22.00 and less than $~~3.50~~ 24.00 Not to exceed $~~5,000,000 95.50~~3,500,000 95.60% of the VWAP Equal to or greater than $~~3.00~~ 20.00 and less than $~~3.25~~ 22.00 Not to exceed $~~4,500,000 95.50~~3,250,000 95.40% of the VWAP Equal to or greater than $~~2.75~~ 18.00 and less than $~~3.00~~ 20.00 Not to exceed $~~4,000,000 95.50~~3,000,000 95.20% of the VWAP Equal to or greater than $~~2.50~~ 16.00 and less than $~~2.75~~ 18.00 Not to exceed $~~3,500,000~~ 2,750,000 95.00% of the VWAP Equal to or greater than $~~2.25~~ 14.00 and less than $~~2.50~~ 16.00 Not to exceed $~~3,000,000 95.00~~2,500,000 94.75% of the VWAP Equal to or greater than $~~2.00~~ 12.00 and less than $~~2.25~~ 14.00 Not to exceed $~~2,500,000~~ 2,250,000 94.50% of the VWAP Equal to or greater than $~~1.75~~ 10.00 and less than $~~2.00~~ 12.00 Not to exceed $2,000,000 ~~94.50~~94.38% of the VWAP Equal to or greater than $~~1.50~~ 8.00 and less than $~~1.75~~ 10.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.501,750,000 94.25% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Affymax 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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 10.00 Not to exceed $~~8,500,000 96.50~~7,750,000 95.950% of the VWAP Equal to or greater than $~~4.75~~ 9.00 and less than $~~5.00~~ 10.00 Not to exceed $~~8,000,000 96.50~~7,000,000 95.850% of the VWAP Equal to or greater than $~~4.50~~ 8.00 and less than $~~4.75~~ 9.00 Not to exceed $~~7,500,000 95.50~~6,250,000 95.750% of the VWAP Equal to or greater than $~~4.25~~ 7.00 and less than $~~4.50~~ 8.00 Not to exceed $~~7,000,000 95.50~~5,500,000 95.375% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $4,750,000 95.125% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $4,000,000 94.750% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed $5,000,000 95.503,250,000 94.500% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 4.00 Not to exceed $4,500,000 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 $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 95.002,500,000 94.250% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 3.00 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 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.501,750,000 93.750% 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 $~~8,500,000~~ 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

Samples: Common Stock Purchase Agreement (Dyax 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 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 at the Discount Price~~Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common ~~Stock~~ 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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: ~~Threshold Price Fixed Amount Requested Discount Price~~ Equal to or greater than $~~5.00~~ 8.00 Not to exceed $~~8,500,000 96.50~~16,000,000 97.35% of the VWAP Equal to or greater than $~~4.75~~ 7.00 and less than $~~5.00~~ 8.00 Not to exceed $~~8,000,000 96.50~~14,000,000 97.10% of the VWAP Equal to or greater than $~~4.50~~ 6.00 and less than $~~4.75~~ 7.00 Not to exceed $~~7,500,000 95.50~~12,000,000 96.85% of the VWAP Equal to or greater than $~~4.25~~ 5.00 and less than $~~4.50~~ 6.00 Not to exceed $~~7,000,000 95.50~~10,000,000 96.60% of the VWAP Equal to or greater than $4.00 and less than $~~4.25~~ 5.00 Not to exceed $~~6,500,000 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~~8,000,000 96.35% of the VWAP Equal to or greater than $3.50 and less than $~~3.75~~ 4.00 Not to exceed $~~5,500,000 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~~7,000,000 95.35% of the VWAP Equal to or greater than $3.00 and less than $~~3.25~~ 3.50 Not to exceed $~~4,500,000 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~~6,000,000 94.85% of the VWAP Equal to or greater than $2.50 and less than $~~2.75~~ 3.00 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~~5,000,000 94.35% of the VWAP Equal to or greater than $2.00 and less than $~~2.25~~ 2.50 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~~4,000,000 93.85% of the VWAP Equal to or greater than $1.50 and less than $~~1.75~~ 2.00 Not to exceed $~~1,500,000 94.00~~4,000,000 93.35% of the VWAP Equal to or greater than $~~1.25~~ 1.00 and less than $1.50 Not to exceed $~~1,000,000 94.00% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed $1,000,000 93.50~~3,500,000 93.35% 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 $~~8,500,000~~ 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

Samples: Common Share Purchase Agreement (Xoma LTD /De/)

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 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 at the Discount Price~~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) ~~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 (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 18.00 Not to exceed $~~8,500,000 96.50~~7,250,000 95.85% of the VWAP Equal to or greater than $~~4.75~~ 17.00 and less than $~~5.00~~ 18.00 Not to exceed $~~8,000,000 96.50~~6,750,000 95.85% of the VWAP Equal to or greater than $~~4.50~~ 16.00 and less than $~~4.75~~ 17.00 Not to exceed $~~7,500,000 95.50~~6,500,000 95.75% of the VWAP Equal to or greater than $~~4.25~~ 15.00 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 $4.25 Not to exceed $6,500,000 95.50% of the VWAP Equal to or greater than $3.75 and less than $4.00~~ 16.00 Not to exceed $6,000,000 95.50% of the VWAP Equal to or greater than $~~3.50~~ 14.00 and less than $~~3.75~~ 15.00 Not to exceed $5,500,000 95.50% of the VWAP Equal to or greater than $~~3.25~~ 13.00 and less than $~~3.50~~ 14.00 Not to exceed $~~5,000,000 95.50~~5,250,000 95.25% of the VWAP Equal to or greater than $~~3.00~~ 12.00 and less than $~~3.25~~ 13.00 Not to exceed $~~4,500,000 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 $2.75 Not to exceed $3,500,000~~ 4,750,000 95.00% of the VWAP Equal to or greater than $~~2.25~~ 11.00 and less than $~~2.50~~ 12.00 Not to exceed $~~3,000,000~~ 4,500,000 95.00% of the VWAP Equal to or greater than $~~2.00~~ 10.00 and less than $~~2.25~~ 11.00 Not to exceed $~~2,500,000~~ 4,000,000 94.75% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $3,500,000 94.50% of the VWAP Equal to or greater than $~~1.75~~ 8.00 and less than $~~2.00~~ 9.00 Not to exceed $~~2,000,000~~ 3,250,000 94.50% of the VWAP Equal to or greater than $~~1.50~~ 7.00 and less than $~~1.75~~ 8.00 Not to exceed $~~1,500,000~~ 2,750,000 94.25% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $2,500,000 94.00% of the VWAP Equal to or greater than $~~1.25~~ 5.00 and less than $~~1.50~~ 6.00 Not to exceed $~~1,000,000~~ 2,000,000 94.00~~% 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 $~~8,500,000~~ 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 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price --------------- ---------------------- -------------- Equal to or greater than $~~5.00~~ 10.00 Not to exceed $~~8,500,000 96.50~~6,000,000 96.25% of the VWAP Equal to or greater than $~~4.75~~ 9.00 and less than $~~5.00~~ 10.00 Not to exceed $~~8,000,000 96.50~~5,500,000 96.00% of the VWAP Equal to or greater than $~~4.50~~ 8.00 and less than $~~4.75~~ 9.00 Not to exceed $~~7,500,000 95.50~~5,000,000 96.00% of the VWAP Equal to or greater than $~~4.25~~ 7.00 and less than $~~4.50~~ 8.00 Not to exceed $~~7,000,000 95.50~~4,500,000 95.75% of the VWAP Equal to or greater than $~~4.00~~ 6.00 and less than $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 95.50% of the VWAP Equal to or greater than $2.75 and less than $3.00 7.00 Not to exceed $4,000,000 95.50% of the VWAP Equal to or greater than $~~2.50~~ 5.00 and less than $~~2.75~~ 6.00 Not to exceed $3,500,000 95.00% of the VWAP Equal to or greater than $~~2.25~~ 4.00 and less than $~~2.50~~ 5.00 Not to exceed $3,000,000 ~~95.00~~94.75% of the VWAP Equal to or greater than $~~2.00~~ 3.00 and less than $~~2.25~~ 4.00 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 94.00% 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 $~~8,500,000~~ 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 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 at the Discount Price~~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) 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: (ai) the amount in the applicable Fixed Amount Requested column below and (bii) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $~~5.00~~ 8.00 Not to exceed $~~8,500,000 96.50~~1,800,000 94.80% of the VWAP Equal to or greater than $~~4.75~~ 7.50 and less than $~~5.00~~ 8.00 Not to exceed $~~8,000,000 96.50~~1,700,000 94.70% of the VWAP Equal to or greater than $7.00 and less than $7.50 Not to exceed $1,600,000 94.60% of the VWAP Equal to or greater than $6.50 and less than $7.00 Not to exceed $1,500,000 94.50% of the VWAP Equal to or greater than $6.00 and less than $6.50 Not to exceed $1,400,000 94.40% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed $1,300,000 94.30% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed $1,200,000 94.20% of the VWAP Equal to or greater than $4.50 and less than $~~4.75~~ 5.00 Not to exceed $~~7,500,000 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~~1,100,000 94.10% of the VWAP Equal to or greater than $4.00 and less than $4.25 Not to exceed $6,500,000 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 $3.75 Not to exceed $5,500,000 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 $3.25 Not to exceed $4,500,000 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 $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 4.50 Not to exceed $1,000,000 94.00% of the VWAP Equal to or greater than $~~0.75~~ 3.50 and less than $~~1.25~~ 4.00 Not to exceed $~~1,000,000 93.50~~900,000 94.00% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed $800,000 93.00% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed $700,000 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 $~~8,500,000~~ 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)

Common use of Fixed Requests Clause in Contracts