Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:
(a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions of this Agreement. Before the Company shall exercise a Draw Down, the Company shall have caused a sufficient number of shares of Common Stock to be registered to cover the Draw Down Shares to be issued in connection with such Draw Down.
(b) Only one Draw Down shall be allowed in each Draw Down Pricing Period and any subsequent Draw Down Pricing Period shall not commence until the Trading Cushion has elapsed since the end of the previous Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 6.1(d) herein and settled on the second Trading Day immediately following the end of the applicable Draw Down Pricing period (each such settlement period and each such settlement date shall be referred to as a "Settlement Period" and a "Settlement Date", respectively)
(c) The quantity of Draw Down Shares as to each Draw Down shall be limited to the lesser of: (i) 4.99% of the then-current shares outstanding or (ii) the previous 10-day average trading volume of the Draw Down Shares multiplied by 3. There shall be a minimum Draw Down Investment Amount (the "Investment Amount") of $25,000 and a maximum Draw Down Investment Amount of $1,000,000 unless otherwise agreed upon by the Company and the Purchaser. For avoidance of doubt, the calculation provided for herein shall be done at the beginning of the Draw Down Pricing Period.
(d) The issuance of Draw Down Shares of Common Stock to be issued on each Settlement Date shall subject to the following adjustments:
(i) if during any Trading Day during the Draw Down Pricing Period trading of the Common Stock on the Trading Market is suspended for more than 3 hours, in the aggregate, or if any Trading Day during the Draw Down Pricing Period is shortened because of a public holiday, then such Trading Day shall be withdrawn from the Draw Down Pricing Period; and
(e) The Company must inform the Purchaser as to the Investment Amount of the Draw Down the Company wishes to exercise by delivering a draw down notice, in the form of Exhibit B hereto (the "Draw Down Notice"), via fa...
Draw Down Terms. Subject to the satisfaction of the conditions hereinafter set forth in this Agreement, the parties agree as follows:
Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:
(a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions herein.
(b) Only one Draw Down shall be allowed in each Draw Down Pricing Period. There shall be a minimum of five (5) Trading Days between Draw Down Pricing Periods. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined as set forth in Section 5.1
Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:
(a) The Company, may, in its sole discretion, issue and exercise a draw down (a "Draw Down") during each Draw Down Pricing Period, which Draw Down the Purchaser will be obligated to accept.
(b) Only one Draw Down shall be allowed in each Draw Down Pricing Period. The price per share paid by the Purchaser shall be based on the Average Daily Price on each separate Trading Day during the Draw Down Pricing Period. The number of shares of Common Stock purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled at the election of the Purchaser on a weekly basis or on the Draw Down Exercise Date, which shall be the first Trading Day following the end of the Draw Down Pricing Period. In connection with each Draw Down Pricing Period, the Company may set an Average Daily Price below which the Company will not sell any Shares (the "Threshold Price"). If the Average Daily Price on any day within the Draw Down Pricing Period is less than the Threshold Price, the Company shall not sell and the Purchaser shall not be obligated to purchase the Shares otherwise to be purchased for such day.
(c) There shall be a maximum of twelve
Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:
(a) The Company, may, in its sole discretion, issue a Draw Down Notice at any time after February 20, 2001 with respect to a Draw Down during each Draw Down Pricing Period of up to (i) $2,000,000 if the Threshold Price is equal to or greater than $10.00 and less than $14.00, (ii) $3,000,000 if the Threshold Price is equal to or greater than $14.00 and less than $18.00, (iii) $3,500,000 if the Threshold Price is equal to or greater than $18.00 and less than $22.00, (iv) $4,000,000 if the Threshold Price is equal to or greater than $22.00 and less than $26.00, (v) $5,000,000 if the Threshold Price is equal to or greater than $26.00 and less than $30.00, and (vi) $6,000,000 if the Threshold Price is equal to or greater than $30.00; provided, HOWEVER, that the Company may, in its sole discretion, issue a Draw Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Percentage pursuant to terms mutually agreed upon by the Purchaser and the Company, which Draw Down the Purchaser will be obligated to accept. Prior to issuing any Draw Down Notice, the Company shall have sufficient Shares registered under the Registration Statement to cover any applicable Draw Down and Call Option.
(b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each Trading Day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th (or such other fraction the denominator of which equals the number of Trading Days during the Draw Down Pricing Period) of the Draw Down Amount divided by (y) the applicable Draw Down Discount Percentage multiplied by the VWAP of the Common Stock for such Trading Day.
(c) Only one Draw Down shall be allowed in each Draw Down Pricing Period.
(d) The number of Shares purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled on the second Trading Day following the end of each Draw Down Pricing Period (the "SETTLEMENT DATE").
(e) There shall be a minimum of five (5) Trading Days between Draw Downs, unless otherwise mutually agreed upon between the Purchaser and the Company.
(f) There shall be a maximum of twenty-four
Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:
(a) The Company may, in its sole discretion, issue and exercise draw downs against the Commitment Amount (each a "Draw Down") during the Commitment Period, which Draw Downs the Purchaser shall be obligated to accept, subject to the terms and conditions herein.
Draw Down Terms. (a) Each Purchaser must inform the Company by delivering on or before August 31, 2014, a Draw Down Notice, in the form of Exhibit B hereto (the “Draw Down Notice”), via facsimile or email transmission in accordance with Section 7.3, as to the dollar amount of the Purchaser’s proposed Draw Down (the “Purchaser Draw Down Amount”) such Purchaser wishes to exercise; provided, however, that any Draw Down must be for at least the Minimum Dollar Amount.
(b) Each Draw Down will be settled on or before the 3rd Trading Day after delivery of such Draw Down Notice, but no later than August 31, 2014 (“Draw Down Settlement Date”). The number of Preferred Shares to be issued upon each settlement of a Draw Down shall equal the Purchaser Draw Down Amount divided by the Stated Value.
Draw Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:
(a) The Company, may, in its sole discretion, issue and exercise a draw down of up to $5,000,000, except as otherwise provided in Section 6.1(k) hereof, or such other amount mutually agreed upon by the Purchaser and the Company, (a "Draw Down") during each Draw Down Pricing Period, which Draw Down the Purchaser will be obligated to accept.
(b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th of the Draw Down Amount divided by (y) 94.50% of the VWAP, except as otherwise provided in Section 6.1(k) hereof (the "Draw Down Discount Price") of the Common Stock.
(c) Only one Draw Down shall be allowed in each Draw Down Pricing Period.
(d) The number of Shares purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled at the end of each Draw Down Pricing Period (the "Settlement Date"). If the VWAP is less than $5.00 per share on any Settlement Date, the Purchaser shall not be obligated to fund its Draw Down obligation for the current Draw Down Pricing Period.
(e) There shall be a minimum of five (5) trading days between Draw Downs.
(f) There shall be a maximum of twelve
Draw Down Terms. (a) Each Purchaser must inform the Company by delivering on or before December 31, 2013, a draw down notice, in the form of Exhibit C hereto (the “Purchaser Draw Down Notice”), via facsimile or email transmission in accordance with Section 8.3, as to the dollar amount of the Purchaser Draw Down (the “Purchaser Investment Amount”) such Purchaser wishes to exercise.
(b) Each Purchaser Draw Down will be settled on or before the 3rd Trading Day after delivery of such Purchaser Draw Down Notice (“Purchaser Settlement Date”). The number of shares of Preferred Stock to be issued upon each Settlement of a Purchaser Draw Down shall equal the Purchaser Investment Amount divided by the Stated Value.
(c) The aggregate amount of Draw Downs a Purchaser may make shall equal such Purchaser’s Pro Rata Portion of $850,000.
Draw Down Terms. Section 6.1 of the Purchase Agreement is hereby amended by deleting the section in its entirety and substituting, in lieu thereof, the following:
