INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) 20% of the aggregate trading volume of the Common Stock during the applicable Pricing Period times (x) 95% of the lowest closing bid prices of the Company's Common Stock during the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2(h), prior to the applicable Closing Date.
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Draw Down Notice, the Investor shall be required to purchase from the Company at the end of the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Draw Down Amount set forth in the Draw Down Notice, and (ii) not less than 10% of the aggregate daily U.S. trading volume (excluding irregular trading and block trades of 5,000 or more in which the Investor could not participate) during the applicable Pricing Period multiplied by the Purchase Price, but only if said Shares are freely tradable, are not subject to stop transfer instructions and are delivered to the Investor per its written instructions, pursuant to Section 2(h). Subject to the conditions set forth in this Agreement, the Company shall be required to sell to the Investor that number of Shares requested by the Investor on each Closing Date.
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company at the Closing Date that number of Shares equal to the lesser of (i) the Put Amount set forth in the Put Notice divided by the Purchase Price and (ii) 125% of daily average trading volume of the Shares during the applicable Pricing Period, but only if (i) the said Shares bear no restrictive legend, are not subject to stop transfer instructions and are being held in escrow, pursuant to Section 2(h), prior to the applicable Closing Date; (ii) the Weighted Average Daily Dollar Volume within the Pricing Period shall be at least US$ 100,000; (iii) the average closing bid price shall be at least $1.00 per Share over the Pricing Period, and (iv) the Company is not in default under any of the Transaction Documents.
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) 15% of the aggregate trading volume during the applicable Pricing Period times (x) the average of the lowest closing bid price of the Company's Common Stock during the first five (5) Trading Days of the specified Pricing Period and the lowest closing bid price of the Company's Common Stock during the second five (5) Trading Days of the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions and are being held in escrow, pursuant to Section 2(h), prior to the applicable Closing Date. The Company acknowledges that there are two entities that will sign as Investor and that each Put Notice will be divided between them equally. DRH Investment Company, LLC shall be obligated to provide fifty percent (50%) of the Put Amount of each Put Notice and Dutchess Private Equities Fund, L.P., a Delaware limited partnership shall be obligated to provide fifty percent (50%) of the Put Amount of each Put Notice.
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) 20% of the aggregate trading volume of the Common Stock during the PURCHASE AND SALE OF COMMON STOCK - continued applicable Pricing Period times (x) 96% of the lowest closing bid prices of the Company's Common Stock during the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2(h), prior to the applicable Closing Date.
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Draw Down Notice, the Investor shall be required to purchase from the Company at the end of the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Draw Down Amount set forth in the Draw Down Notice, and
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and require the Investor to purchase any Shares at a Closing (as defined in Section 1(h)) unless each of the following conditions are satisfied: (i) the Applicable Trading Price of the Class A Common Stock on the Business Day immediately preceding the Put Notice Date shall not be less than $1.00 (equitably adjusted for stock splits, stock dividends, combinations and similar transactions); (ii) a Registration Statement shall have been declared effective and shall remain effective and available for sale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times during the period beginning on the date of delivery of the related Preliminary Put Notice and ending on and including the related Closing Date (as defined in Section 1(h)); (iii) at all times during the period beginning on the date that the Company delivers the related Preliminary Put Notice and ending on and including the related Closing Date, the Class A Common Stock shall have been listed on The American Stock Exchange, Inc. or The New York Stock Exchange, Inc. or designated on the Nasdaq National Market (the "PRINCIPAL MARKET") and shall not have been suspended from trading thereon and the Company shall not have been notified of any pending or threatened (except as set forth in the letter to the Company dated February 8, 1999 from the Nasdaq Stock Market, Inc., provided that the Company has satisfied the requirements set forth in such letter) proceeding or other action to delist or suspend the Class A Common Stock; (iv) during the period beginning on the date of this Agreement and ending on and including the applicable Closing Date, there shall not have occurred a Major Transaction (as defined below) or the public announcement of a pending Major Transaction which has not been abandoned or terminated; (v) the Company has complied with its obligations and is otherwise not in breach of, or in default under, this Agreement, the Registration Rights Agreement, the Securities Purchase Agreement dated as of March 22, 1999 between the Company and the buyers named therein relating to the sale by the Company of the Preferred Stock and related warrants (the "SECURITIES PURCHASE AGREEMENT"), and the Certificate of Determination of the Company's Series D Convertible Preferred Stock; (vi) during the period beginning on the date of this Agreement and ending on...
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, or (ii) if the Common Stock is trading above the Minimal Acceptable Price, twenty percent (20%) of the aggregate trading volume of the Common Stock during the applicable Pricing Period multiplied by either a) the average of the two (2) lowest closing bid prices of the Company's Common Stock during the specified Pricing Period or b) the Minimal Acceptable Price, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2(h), prior to the applicable Closing Date.
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) two hundred percent (200%) of the aggregate trading volume of the Common Stock during the applicable Pricing Period times (x) eighty-eight percent (88%) of the average of the three (3) lowest closing bid prices of the Company's Common Stock during the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions and are being held in escrow, pursuant to Section 2(h), prior to the applicable Closing Date.
INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) 20% of the aggregate trading volume during the applicable Pricing Period multiplied by the Purchase Price, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions and are delivered to the Investor per its written instructions, pursuant to Section 2(h), on or prior to the applicable Closing Date.
