Common use of PUTS Clause in Contracts

PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an: (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iii) the Trading Day prior to the subject Clearing Date did not have the lowest VWAP of the Common Stock out of the prior ten (10) consecutive Trading Days, (iv) at least two (2) Trading Days have lapsed since the most recent Clearing Date of an Option 1 Put, (v) the aggregate Investment Amount of the Option 1 Put and related Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price; and (b) Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) an Option 1 Put has been previously and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iv) the aggregate Investment Amount of the Option 1 Put and Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, (v) if all shares of Common Stock resulting from prior submitted Put Notices for Option 1 Puts have been delivered, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price.

Appears in 1 contract

Samples: Equity Purchase Agreement (Predictive Oncology Inc.)

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PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an:: ​ (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iii) the Trading Day prior to the subject Clearing Date did not have the lowest VWAP of the Common Stock out of the prior ten (10) consecutive Trading Days, (iv) at least two (2) Trading Days have lapsed since the most recent Clearing Date of an Option 1 Put, and (v) the aggregate Investment Amount of the Option 1 Put and related Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, ; and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price; and​ ​ (b) Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) an Option 1 Put has been previously and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iv) the aggregate Investment Amount of the Option 1 Put and Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.002,000,000.00, and (v) if all shares of Common Stock resulting from prior submitted Put Notices for Option 1 Puts have been delivered, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price.. ​

Appears in 1 contract

Samples: Equity Purchase Agreement (Digital Brands Group, Inc.)

PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an: (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iii) the Trading Day prior to the subject Clearing Date did not have the lowest VWAP of the Common Stock out of the prior ten (10) consecutive Trading Days, (iv) at least two (2) Trading Days have lapsed since the most recent Clearing Date of an Option 1 Put, (v) the aggregate Investment Amount of the Option 1 Put and related Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price; and (b) Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) an Option 1 Put has been previously and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iv) the aggregate Investment Amount of the Option 1 Put and Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, (v) if all shares of Common Stock resulting from prior submitted Put Notices for Option 1 Puts have been delivered, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price.

Appears in 1 contract

Samples: Equity Purchase Agreement (Nugenerex Immuno-Oncology, Inc.)

PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an: (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) all shares of Common Stock resulting from prior submitted Put Notices must have been delivered, (iii) the aggregate Investment Amount of all All Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iiiiv) the Trading Day prior to the subject Clearing Date did must not have been the lowest VWAP of the Common Stock out of the prior ten (10) 10 consecutive Trading Days, and (ivv) at least two (2) Trading Days must have lapsed since the most recent Clearing Date of an Option 1 PutDate. Additionally, (v) the aggregate Investment Amount of the there shall be no Option 1 Put and related during an Option 2 3 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price; andValuation Period. (b) Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) an Option 1 Put has been previously and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iiiii) the aggregate Investment Amount of all All Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iviii) the aggregate Investment Amount of the Option 1 2 Maximum Put and Option 2 Put on any particular Put Date or Clearing Date does Amounts shall not exceed $500,000.00, 1,000,000 on any given date and (viv) if all shares of Common Stock resulting from prior submitted Put Notices for must have been delivered. Additionally, there shall be no Option 1 2 Put during an Option 3 Put Valuation Period. (c) Option 3 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares in a minimum amount not less than $25,000 and not in excess of the Option 3 Maximum Put Amount; provided that notwithstanding any other terms of this Agreement, in each instance, (i) that such minimum amount of Put Shares under an Option 3 Put; (ii) the aggregate Investment Amount of All Option Puts shall not exceed the Maximum Commitment Amount, (iii) all shares of Common Stock resulting from prior submitted Put Notices must have been delivered, and (viiv) the lowest traded price of the Common Stock in must have closed at no less than $0.32 per share on the five Trading Day prior to the delivery of the Put Notice or the Common Stock must have traded at or above $0.32 per share on the day of the delivery of the Put Notice, and (5v) Trading Days immediately preceding the respective Company shall not have filed or issued any material public disclosure regarding its business or otherwise on either the day prior to the delivery of the Put Date must exceed Notice or within 2 hours of the Floor delivery of the Put Notice. Additionally, there shall be no Option 2 Put or Option 3 Put on a date that an Option 3 Put is delivered. (d) Notwithstanding anything to the contrary, the Company and the Investor shall not effectuate any Puts under this Agreement if either: (i) the last traded price at the time of the put is not at least 110% of the Prohibited Put Price or (ii) if the Purchase Price would be at a price below the Prohibited Put Price.

Appears in 1 contract

Samples: Equity Purchase Agreement (Molecular Data Inc.)

PUTS. Upon Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an: (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instanceinstance unless waived by the Investor in its sole discretion, (i) the Investment Amount is Put Shares are not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iii) the at least one (1) Trading Day prior to the subject Clearing Date did not have the lowest VWAP of the Common Stock out of the prior ten (10) consecutive Trading Days, (iv) at least two (2) Trading Days have has lapsed since the most recent Clearing Date of an Closing Date; and (iv) all Ordinary Shares resulting from prior submitted Put Notices for Option 1 Put, (v) the aggregate Investment Amount of the Option 1 Put Puts and related Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price; andPuts have been delivered. (b) Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instanceinstance unless waived by the Investor in its sole discretion, (i) an Option 1 Put has been previously and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment Amount is Shares are not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iiiii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iii) at least one (1) Trading Day has lapsed since the most recent Closing Date, and (iv) the aggregate Investment Amount of the Option 1 Put and Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, (v) if all shares of Common Stock Ordinary Shares resulting from prior submitted Put Notices for Option 1 Puts and Option 2 Puts have been delivered, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price.

Appears in 1 contract

Samples: Equity Purchase Agreement (Globavend Holdings LTD)

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PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an: (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iii) the Trading Day prior to the subject Clearing Date did not have the lowest VWAP of the Common Stock out of the prior ten (10) consecutive Trading Days, (iv) at least two (2) Trading Days have lapsed since the most recent Clearing Date of an Option 1 Put, (v) the aggregate Investment Amount of the Option 1 Put and related Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, and (viiv) the lowest traded price of the Common Stock in each of the five (5) Put Date and the Trading Days Day immediately preceding the respective Put Date must equal or exceed the Floor Threshold Price; and (b) Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) an Option 1 Put has been previously and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iii) the aggregate Investment Amount of all Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iv) the aggregate Investment Amount of the Option 1 Put and Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, (v) if all shares of Common Stock resulting from prior submitted Put Notices for Option 1 Puts have been delivered, and (vi) the lowest traded price of the Common Stock in each of the five (5) Put Date and the Trading Days Day immediately preceding the respective Put Date must exceed the Floor Threshold Price.

Appears in 1 contract

Samples: Equity Purchase Agreement (Jaguar Health, Inc.)

PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an: (a) Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all All Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount; (iii) the Trading Day prior to the subject Clearing Date did not have the lowest VWAP of the Common Stock out of the prior ten (10) 10 consecutive Trading Days, (iv) at least two (2) Trading Days have lapsed since the most recent Clearing Date of an Option 1 Put, and (v) the aggregate Investment Amount of the Option 1 Put and related Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, and (vi) the lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price; and750,000. (b) Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) an Option 1 Put has been previously and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iii) the aggregate Investment Amount of all All Option 1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iv) the aggregate Investment Amount of the Option 1 Put and related Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00750,000, and (v) if all shares of Common Stock resulting from prior submitted Put Notices for Option 1 Puts have been delivered. (c) Option 3 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not more than the Option 3 Maximum Put Amount for any Option 3 Put, (iii) the aggregate Investment Amount of All Option Puts shall not exceed the Maximum Commitment Amount, (iv) if all shares of Common Stock resulting from prior submitted Put Notices have been delivered, and (v) the Common Stock must have closed at no less than $2.50 per share on the Trading Day prior to the delivery of the Put Notice or the Common Stock must have traded at or above $2.50 per share on the day of the delivery of the Put Notice, and (vi) the lowest traded Company shall not have filed or issued any material public disclosure regarding its business or otherwise on either the day prior to the delivery of the Put Notice or within 2 hours of the delivery of the Put Notice (d) The Company and the Investor shall not effectuate any puts under this Agreement on any date that, either: (i) the prior Trading Days closing price of or (ii) the Common Stock in was not purchased, at a price at or above the five (5) Trading Days immediately preceding the respective Prohibited Put Date must exceed the Floor Price.

Appears in 1 contract

Samples: Equity Purchase Agreement (Sphere 3D Corp)

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