Common use of Mechanics of Draw Down Cancellation Clause in Contracts

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 shall no longer be satisfied as of any date during the Valuation Period or (iii) the Company discovers that a document set forth in Section 6.03(a) or (b) or the most recent applicable Comfort Letter(s) or Periodic Accountant's Report(s) would not be deliverable in the precise form so delivered if delivered as of such date during the Valuation Period, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying the reasons therefor (the "Draw Down Cancellation Notice"), by facsimile and overnight courier. The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 5:00 p.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence.

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 6.2 shall no longer be satisfied as of any date during the Valuation Period or (iii) the Company discovers that a document set forth in Section 6.03(a) or 6.3(a), (b) or the most recent applicable Comfort Letter(s) or Periodic Accountant's Report(s(d) would not no longer be deliverable in the precise form so delivered true if delivered as of such date during the Valuation Period, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying Buyer in the reasons therefor form attached hereto as Exhibit G (the "Draw Down Cancellation Notice"), by facsimile and overnight courier. The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor Buyer if such notice is received prior to 5:00 p.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence.

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 shall no longer be satisfied as of any date during the Valuation Period or Period, (iii) the Company discovers that a the document set forth referred to in Section 6.03(a) or (b) 6.03 or the most recent applicable Comfort Letter(s) or Periodic Accountant's Report(s) would not be deliverable in the precise form so delivered if delivered as of such date during the Valuation Period, (iii) the Company reasonably believes an event may occur which would result in or may require the suspension of the effectiveness of the Registration Statement prior to the applicable Settlement Date or (v) the Company determines reasonably and in good faith that the issuance and sale of Draw Down Shares during such Valuation Period could reasonably be expected to have a significant adverse effect on the trading or market prices for the Common Stock, then the Company shall cancel the Draw Down (a "“Draw Down Cancellation"”) immediately by delivering written notice to the Investor specifying the reasons therefor (the "“Draw Down Cancellation Notice"”), by facsimile (simultaneously sent by e-mail and overnight courierwith telephonic advice of the sending (which requirement will be deemed satisfied by leaving of recorded message)). The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 5:00 p.m.9:30 a.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m.9:30 a.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "“Draw Down Cancellation Date" ” shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence.

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 5.10 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 shall no longer be satisfied as of any date during the Valuation Period or (iii) the Company discovers that a the document set forth referred to in Section 6.03(a) or (b) 6.03 or the most recent applicable Comfort Letter(s) or Periodic Accountant's Report(s) would not be deliverable in the precise form so delivered if delivered as of such date during the Valuation Period, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying the reasons therefor (the "Draw Down Cancellation Notice"), by facsimile and overnight courier. The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 5:00 p.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence; notwithstanding the foregoing, the Company shall not deliver Draw Down Shares with respect to the non-canceled portion of the Investment Amount it would otherwise be required to deliver on the applicable Settlement Date but shall be required to compensate the Investor for its actual damages in respect of such non-delivery as provided in Section 2.05(a).

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 5.09 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 shall no longer be satisfied as of any date during the Valuation Period or (iii) the Company discovers that a the document set forth referred to in Section 6.03(a) or (b) 6.03 or the most recent applicable Comfort Letter(s) or the Periodic Accountant's Report(sReport covering the Company's most recently completed fiscal quarter (other than the fourth fiscal quarter) in respect of which the Company has announced its results of operations would not be deliverable in the precise form so delivered if delivered as of such date during the Valuation Period, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying the reasons therefor (the "Draw Down Cancellation Notice"), by facsimile (simultaneously sent by e-mail and overnight courierwith telephonic advice of the sending (which requirement will be deemed satisfied by leaving of recorded message)). The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 5:00 p.m.9:30 a.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m.9:30 a.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence.

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 5.09 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 shall no longer be satisfied as of any date during the Valuation Period or (iii) the Company discovers that a document set forth in Section 6.03(a) or (b) or the most recent applicable Comfort Letter(s) or the Periodic Accountant's Report(sReport covering the Company's most recently completed fiscal quarter (other than the fourth fiscal quarter) in respect of which the Company has announced its results of operations would not be deliverable in the precise form so delivered if delivered as of such date during the Valuation Period, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying the reasons therefor (the "Draw Down Cancellation Notice"), by facsimile (simultaneously sent by e-mail and overnight courierwith telephonic advice of the sending (which requirement will be deemed satisfied by leaving of recorded message)). The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 5:00 p.m.9:30 a.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m.9:30 a.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence.

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 5.09 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 shall no longer be satisfied as of any date during the Valuation Period or Period, (iii) the Company discovers that a the document set forth referred to in Section 6.03(a) or (b) 6.03 or the most recent applicable Comfort Letter(s) or Periodic Accountant's Report(s) would not be deliverable in the precise form so delivered if delivered as of such date during the Valuation Period, or (iv) the Company determines reasonably and in good faith that the issuance and sale of Draw Down Shares during such Valuation Period could reasonably be expected to have a significant adverse effect on the trading or market prices for the Common Stock, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying the reasons therefor therefore (the "Draw Down Cancellation Notice"), by facsimile (simultaneously sent by e-mail and overnight courierwith telephonic advice of the sending (which requirement will be deemed satisfied by leaving of recorded message)). The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 5:00 p.m.9:30 a.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m.9:30 a.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence.

Mechanics of Draw Down Cancellation. If at any time during a Valuation Draw Down Pricing Period, (i) any of the events specified in Section 5.13 5.11 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 6.2 shall no longer be satisfied as of any date during the Valuation Draw Down Pricing Period or (iii) the Company discovers that a document set forth in Section 6.03(a) or 6.3(a), (b) or the most recent applicable Comfort Letter(s) or Periodic Accountant's Report(s(d) would not no longer be deliverable in the precise form so delivered true if delivered as of such date during the Valuation Draw Down Pricing Period, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying the reasons therefor IFG (the "Draw Down Cancellation Notice"), by facsimile and overnight courier. The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor IFG if such notice is received prior to 5:00 p.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence.

Mechanics of Draw Down Cancellation. If at any time during a Valuation Period, (i) any of the events specified in Section 5.13 5.10 of this Agreement shall occur, (ii) any of the conditions precedent to a Draw Down set forth in Section 6.02 shall no longer be satisfied as of any date during the Valuation Period or (iii) the Company discovers that a document set forth in Section 6.03(a) or (b) or the most recent applicable Comfort Letter(s) or Periodic Accountant's Report(s) would not be deliverable in the precise form so delivered if delivered as of such date during the Valuation Period, then the Company shall cancel the Draw Down (a "Draw Down Cancellation") immediately by delivering written notice to the Investor specifying the reasons therefor (the "Draw Down Cancellation Notice"), by facsimile and overnight courier. The Draw Down Cancellation Notice shall be deemed delivered on (i) the Trading Day it is received by facsimile or otherwise by the Investor if such notice is received prior to 5:00 p.m., New York City time, or (ii) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 5:00 p.m., New York City time, on a Trading Day, or at any time on a day which is not a Trading Day. No Draw Down Cancellation Notice may be deemed delivered on a day that is not a Trading Day. "Draw Down Cancellation Date" shall be the date the Draw Down Cancellation Notice is deemed delivered pursuant to the preceding sentence; notwithstanding the foregoing, the Company shall not deliver Draw Down Shares with respect to the non-canceled portion of the Investment Amount it would otherwise be required to deliver on the applicable Settlement Date but shall be required to compensate the Investor for its actual damages in respect of such non-delivery as provided in Section 2.05(a).