Common use of PURCHASE NOTICES Clause in Contracts

PURCHASE NOTICES. (a) Subject to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b), provided that the amount of Purchase Notice Securities shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing.

PURCHASE NOTICES. (a) Subject to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b)Price, provided that the amount of Purchase Notice Securities shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares shares of Common Stock then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing.

PURCHASE NOTICES. (a) Subject to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities Shares set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b)Notice, provided that the amount of Purchase Notice Securities Shares shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or result in Investor exceeding the Beneficial Ownership Limitation set forth in Section 8.2(f7.2(g). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing. Notwithstanding the foregoing, following the Investor’s receipt of a Purchase Notice, if the Investor notifies the Company that the Investor’s broker will not permit the Investor to sell shares of Common Stock prior to the Investor actually depositing such Purchase Notice Shares from the Company into the Investor’s brokerage account, then the Investor shall be permitted to decline to accept such Purchase Notice, and it shall be otherwise void ab initio and the Investor shall return to the Company a number of Commitment Shares (or the cash equivalent) that the Investor was originally issued, less a pro-rated amount for any Commitment Shares previously issued for which Purchase Notices were accepted by Investor to the Investor up to a maximum number of Commitment Shares equal to the number of Purchase Notice Shares set forth in such Purchase Notice.

PURCHASE NOTICES. (a) Subject to Upon satisfaction of the terms and conditions set forth hereinherein (including, at any time during without limitation, the Commitment Periodprovisions of Article VII), the Company shall have the right, but not the obligation, to direct require the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b), Shares provided that the amount of Purchase Notice Securities Shares shall not exceed the Purchase Notice Limitation applicable Limit, subject to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f7.2(g). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing. Furthermore, the Company shall not deliver any Purchase Notices to the Investor during the PEA Period. Notwithstanding the foregoing, the Company may not submit a Purchase Notice to the Investor if the Purchase Amount is less than $30,000 or if the most recent closing price of the Company’s ADSs is below the Floor Price, unless waived by the Investor in writing. The Parties hereto acknowledge and agree that so long as the Registration Statement is effective and available, the Investor has the right to immediately resell the Purchase Notice Shares to be issued to the Investor pursuant to the Purchase Notice prior to receiving such Purchase Notice Shares and the delivery of such Purchase Notice Shares will be as set forth in Section 2.2.

PURCHASE NOTICES. (a) Subject to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b), provided that the amount of Purchase Notice Securities shall not (i) exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f), or (ii) in the aggregate, exceed the Exchange Cap set forth in Section 8.2(g) unless and until the Company obtains the approval of its shareholders for the issuance of Ordinary Shares in excess of such amount. At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing.

PURCHASE NOTICES. (a) Subject to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities Shares set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b), provided that the amount of Purchase Notice Securities Shares shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f7.2(g). At the Company’s its option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares shares of Common Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange ActAct , solely for the purpose of determining the amount of Purchase Notice Securities Shares that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing.

PURCHASE NOTICES. (a) Subject to Upon the terms and conditions set forth hereinherein (including, at any time during without limitation, the Commitment Periodprovisions of Article VII), provided that the closing price of the Common Stock upon delivery of a Purchase Notice is greater than or equal to the Floor Price, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice Shares at the Purchase Price elected pursuant to Section 2.1(b), provided that the amount of Purchase Notice Securities Shares shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice Limit or the Beneficial Ownership Limitation set forth in Section 8.2(f7.2(g). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing. In addition, the Company and the Investor may negotiate a Fixed Purchase transaction and in such case, the Company shall deliver a Fixed Purchase Notice to the Investor, to direct the Investor to purchase certain number of Fixed Purchase Notice Shares at a price as agreed to by the parties, it being understood that such Fixed Purchase transaction shall not be subject to the Purchase Notice Limit.

PURCHASE NOTICES. (a) Subject to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b)Price, provided that (i) the amount of Purchase Notice Securities shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining (ii) the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Notice shall not exceed more than 30,000,000 shares of Common Stock if the average VWAP for the six Business Days prior to a Purchase Notice is below $0.01, (iii) the Company may not deliver a Purchase Notice if the closing sale price of the Common Stock on the Business Day immediately preceding the Purchase Notice Date is less than the Floor Price, and (iv) the Company may not deliver a subsequent Purchase Notice until the successful Closing of an active Purchase Notice, except if waived by the Investor in writing.

PURCHASE NOTICES. (a) Subject to the conditions set forth herein, at any time during the Commitment Period, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b)Price, provided that the amount of Purchase Notice Securities shall not exceed the Purchase Notice Limitation applicable to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of shares of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing.

PURCHASE NOTICES. (a) Subject to Upon satisfaction of the terms and conditions set forth hereinherein (including, at any time during without limitation, the Commitment Periodprovisions of Article VII), the Company shall have the right, but not the obligation, to direct require the Investor, by its delivery to the Investor of a Purchase Notice from time to time, to purchase, and the Investor shall have the obligation to purchase from the Company, the number of Purchase Notice Securities set forth on the Purchase Notice at the Purchase Price elected pursuant to Section 2.1(b), Shares provided that the amount of Purchase Notice Securities Shares shall not exceed the Purchase Notice Limitation applicable Limit, subject to such Purchase Notice or the Beneficial Ownership Limitation set forth in Section 8.2(f7.2(g). At the Company’s option, on the Business Day prior to a Purchase Notice Date, the Company may request, in writing, the Investor to provide to the Company, and the Investor shall promptly provide to the Company, the number of Ordinary Shares then beneficially owned by the Investor, as determined in accordance with Section 13 of the Exchange Act, solely for the purpose of determining the amount of Purchase Notice Securities that may be set forth on the Purchase Notice. The Company may not deliver a subsequent Purchase Notice until the Closing of an active Purchase Notice, except if waived by the Investor in writing. Furthermore, the Company shall not deliver any Purchase Notices to the Investor during the PEA Period. Notwithstanding the foregoing, the Company may not submit a Purchase Notice to the Investor if the Purchase Amount is less than $30,000 or if the most recent closing price of the Company’s ADSs is below the Floor Price, unless waived by the Investor in writing. The parties hereto acknowledge and agree that the Investor has the right to immediately resell the Purchase Notice Shares to be issued to the Investor pursuant to the Purchase Notice prior to receiving such securities and the delivery of such Purchase Notice Securities will be as set forth in Section 2.2.