Minimum Acceptable Price. In connection with each Advance Notice, the Company may indicate a minimum acceptable price (the “Minimum Acceptable Price”); provided, however that a Minimum Acceptable Price shall never be more than 95% of the last closing price of the Ordinary Shares on the TASE at the time the Company delivers an Advance Notice. Upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, (i) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% for each TASE Trading Day during the Pricing Period that the VWAP of the Ordinary Shares is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares to be delivered to the Investor at the Closing (in accordance with Section 2.02 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (a) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any Ordinary Shares corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable Price.
Appears in 3 contracts
Samples: Standby Equity Purchase Agreement (Tower Semiconductor LTD), Standby Equity Purchase Agreement (Tower Semiconductor LTD), Standby Equity Purchase Agreement (Tower Semiconductor LTD)
Minimum Acceptable Price. In For the purposes of this Agreement, the term “Minimum Acceptable Price” shall mean, in connection with each Advance NoticeNotice delivered by the Company, the Company may indicate a minimum acceptable price eighty five percent (the “Minimum Acceptable Price”); provided, however that a Minimum Acceptable Price shall never be more than 95% 85%) of the last closing price of the Ordinary Shares VWAP on the TASE at Trading Day immediately preceding the time the Company delivers an Advance Notice Date for such Advance Notice. Upon the issuance by the Company of an Advance Notice with a Notice, the Minimum Acceptable Price, Price with respect to that Advance Notice shall be determined and (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice shall automatically be reduced by twenty percent (20% %) for each TASE Trading Day during the Pricing Period that the VWAP of the Ordinary Shares Common Stock is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.02 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (ai) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any Ordinary Shares shares of Common Stock corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day and such shares will be purchased at a price equal to such Minimum Acceptable Price.
Appears in 2 contracts
Samples: Standby Equity Distribution Agreement, Standby Equity Distribution Agreement (Rxi Pharmaceuticals Corp)
Minimum Acceptable Price. In The lowest closing Bid Price of the Common Stock during the Pricing Period (before taking into account any discount used to calculate the Purchase Price) for any particular Advance shall, in connection with each Advance NoticeNotice delivered by the Company, be equal to seventy five percent (75%) of the Company may indicate a minimum acceptable price closing Bid Price on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice (the “Minimum Acceptable Price”); provided. Subject to the next sentence, however that a Minimum Acceptable Price shall never be more than 95% of the last closing price of the Ordinary Shares on the TASE at the time the Company delivers an Advance Notice. Upon upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, if any of the closing Bid Prices during the Pricing Period are below the Minimum Acceptable Price (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice shall automatically be reduced by twenty percent (20% %) for each TASE Trading Day during the Pricing Period that the VWAP closing Bid Price of the Ordinary Shares Common Stock is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.02 2.3 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (ai) above, except that the Company shall be obligated to sell. The Company, and only the Company, may waive the Minimum Acceptable Price with respect to any particular Advance Notice by providing the Investor shall be obligated with written notice of waiver on or prior to purchase any Ordinary Shares corresponding to such the Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable PriceDate.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Exobox Technologies Corp.), Equity Distribution Agreement (Red Rock Pictures Holdings, Inc)
Minimum Acceptable Price. In connection with each Advance Notice, the Company may indicate a minimum acceptable price (the “Minimum Acceptable Price”); provided, however that a Minimum Acceptable Price shall never be more than 95% of the last closing price of the Ordinary Shares on the TASE NASDAQ at the time the Company delivers an Advance Notice. Upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, (i) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% for each TASE NASDAQ Trading Day during the Pricing Period that the VWAP of the Ordinary Shares is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares to be delivered to the Investor at the Closing (in accordance with Section 2.02 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (ai) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase purchase, at a price equal to such Minimum Acceptable Price, any Ordinary Shares corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable PriceDay. At the Company’s request, the Investor will provide the Company with copies of its confirms evidencing the number of shares sold by the Investor on an Excluded Day.
Appears in 1 contract
Samples: Standby Equity Purchase Agreement (Orckit Communications LTD)
Minimum Acceptable Price. In For the purposes of this Agreement, the "Minimum Acceptable Price" shall mean, in connection with each Advance NoticeNotice delivered by the Company, the Company may indicate a minimum acceptable price eighty five percent (the “Minimum Acceptable Price”); provided, however that a Minimum Acceptable Price shall never be more than 95% 85%) of the last closing price of the Ordinary Shares Bid Price on the TASE at Trading Day immediately preceding the time the Company delivers an Advance Notice Date for such Advance Notice. Upon the issuance by the Company of an Advance Notice with a the Minimum Acceptable Price, Price with respect to that Advance Notice shall be determined and (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice shall automatically be reduced by twenty percent (20% %) for each TASE Trading Day during the Pricing Period that the VWAP of the Ordinary Shares Common Stock is below the Minimum Acceptable Price (each such day, an “"Excluded Day”"), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.02 2.3 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (ai) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any Ordinary Shares shares of Common Stock corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day and such shares shall be purchased at a price equal to such Minimum Acceptable PricePrice multiplied by ninety-seven percent (97%).
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Epicept Corp)
Minimum Acceptable Price. In The lowest closing Bid Price of the Common Stock during the Pricing Period (before taking into account any discount used to calculate the Purchase Price) for any particular Advance shall, in connection with each Advance NoticeNotice delivered by the Company, be equal to ninety five percent (95%) of the Company may indicate a minimum acceptable price closing Bid Price on the Trading Day immediately preceding the Advance Notice Date for such Advance Notice (the “Minimum Acceptable Price”); provided. Subject to the next sentence, however that a Minimum Acceptable Price shall never be more than 95% of the last closing price of the Ordinary Shares on the TASE at the time the Company delivers an Advance Notice. Upon upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, if any of the closing Bid Prices during the Pricing Period are below the Minimum Acceptable Price (i) the Company shall automatically reduce the amount of the Advance set forth in such Advance Notice shall automatically be reduced by twenty percent (20% %) for each TASE Trading Day during the Pricing Period that the VWAP closing Bid Price of the Ordinary Shares Common Stock is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.02 2.3 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (ai) above, except that the Company shall be obligated to sell. The Company, and only the Company, may waive the Minimum Acceptable Price with respect to any particular Advance Notice by providing the Investor shall be obligated with written notice of waiver on or prior to purchase any Ordinary Shares corresponding to such the Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable PriceDate.
Appears in 1 contract
Samples: Indirect Primary Offering Agreement (Marketing Worldwide Corp)
Minimum Acceptable Price. In connection with each Advance Notice, the Company may indicate a minimum acceptable price (the “Minimum Acceptable Price”); provided, however however, that a Minimum Acceptable Price shall never be more than 9590% of the last closing price of the Ordinary Shares Common Stock on the TASE Primary Market at the time the Company delivers an Advance Notice. Upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, (i) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 20% for each TASE Trading Day during the Pricing Period that the VWAP of the Ordinary Shares Common Stock is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares shares of Common Stock to be delivered to the Investor at the Closing (in accordance with Section 2.02 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (ai) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any Ordinary Shares shares of Common Stock corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable Price.
Appears in 1 contract
Samples: Standby Equity Distribution Agreement (Digital Angel Corp)
Minimum Acceptable Price. In connection with each Advance Notice, the Company may indicate a minimum acceptable price (the “Minimum Acceptable Price”); provided, however that a Minimum Acceptable Price shall never be more than 95% of the last closing price of the Ordinary Shares on the TASE at the time the Company delivers an Advance Notice. Upon the issuance by the Company of an Advance Notice with a Minimum Acceptable Price, (i) the amount of the Advance set forth in such Advance Notice shall automatically be reduced by 2010% for each TASE Trading Day during the Pricing Period that the VWAP of the Ordinary Shares is below the Minimum Acceptable Price (each such day, an “Excluded Day”), and (ii) each Excluded Day shall be excluded from the Pricing Period for purposes of determining the Market Price. The number of Ordinary Shares to be delivered to the Investor at the Closing (in accordance with Section 2.02 of this Agreement) shall correspond with the Advance Notice amount as reduced pursuant to clause (a) above, except that the Company shall be obligated to sell, and the Investor shall be obligated to purchase any Ordinary Shares corresponding to such Advance Notice that have been sold by the Investor on an Excluded Day at a price equal to such Minimum Acceptable Price.
Appears in 1 contract
Samples: Standby Equity Purchase Agreement (Tower Semiconductor LTD)