Share Delivery Quantity For any Settlement Date, a number of Shares, as calculated by the Calculation Agent, equal to the Net Share Settlement Amount for such Settlement Date divided by the Settlement Price on the Valuation Date for such Settlement Date.
Warrant Value means the fair value of all warrants, options and other similar rights issued to a third party in connection with an Alternate Transaction, determined by using a standard Black-Scholes option-pricing model using a reasonable and appropriate expected volatility percentage based on applicable volatility data from an investment banking firm of nationally recognized reputation. Reference is made to the Common Stock Purchase Agreement dated as of May 4, 2011, (the “Purchase Agreement”) between Microvision, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands. Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. In accordance with and pursuant to Section 3.1 of the Purchase Agreement, the Company hereby issues this Fixed Request Notice to exercise a Fixed Request for the Fixed Amount Requested indicated below. Fixed Amount Requested (if Alternative Fixed Amount Requested not selected): Alternative Fixed Amount Requested Cap (if Alternative Fixed Amount Requested is selected): Pricing Period start date: Pricing Period end date: Settlement Date: Fixed Request Threshold Price: On behalf of the Company, the undersigned hereby certifies to the Investor that (i) the above Fixed Amount Requested does not exceed the Maximum Fixed Amount Requested determined in accordance with Section 3.2 of the Purchase Agreement, (ii) the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which, when aggregated with all purchases made by the Investor pursuant to all prior Fixed Request Notices issued under the Purchase Agreement, would exceed the Aggregate Limit, and (iii) to the Company’s Knowledge, the sale of Shares pursuant to this Fixed Request Notice shall not cause the Company to sell or the Investor to purchase shares of Common Stock which would cause the aggregate number of shares of Common Stock then beneficially owned (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Investor and its Affiliates to exceed the Ownership Limitation. Dated: MICROVISION, INC. By: Name Title: Address: Facsimile No. AGREED AND ACCEPTED By: Name Title: 20 The undersigned, the [ ] of Microvision, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), delivers this certificate in connection with the Common Stock Purchase Agreement, dated as of May 4, 2011 (the “Agreement”), by and between the Company and Azimuth Opportunity Ltd., an international business company incorporated under the laws of the British Virgin Islands (the “Investor”), and hereby certifies on the date hereof that (capitalized terms used herein without definition have the meanings assigned to them in the Agreement):
Warrant Price as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.
Type B quantity means a quantity of radioactive material greater than a Type A quantity.
Warrant Exercise Price means $0.05 per share.
Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.
Metered Quantity means apparent power, reactive power, active power, with associated time tagging and any other quantity that may be measured by a Party’s Metering Equipment and that is reasonably required by either Party for Security reasons or revenue requirements.
Warrant Share Delivery Date shall have the meaning set forth in Section 2(d)(i).
Warrant Share means a Common Share issuable upon exercise of one Warrant;
Contract Quantity means the quantity of Delivered Energy expected to be delivered by Seller during each Contract Year as set forth in the Cover Sheet.
Daily Quantity means the quantity of waste discharged during an operating day.
Warrant Exercise Period shall commence (subject to Section 6(d) below), on the later of:
Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.
Required Quantity in a unit price Contract shall mean the actual quantity of any item of Work or materials which is required to be performed or furnished in order to comply with the Contract.
Warrant Shares means the shares of Common Stock issuable upon exercise of the Warrants.
Type A quantity means a quantity of radioactive material, the aggregate radioactivity of which does not exceed A1 for special form radioactive material or A2 for normal form radio- active material, where A1 and A2 are given in Appendix O or may be determined by procedures described in Appendix O.
Warrant Coverage means 2.95% times the aggregate principal amount of Term Loan Advances (as defined in the Loan Agreement) made and funded by the Warrantholder under the Loan Agreement from time to time.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Maximum Daily Quantity means the daily volume of Gas or Liquids, expressed in 103m3, identified in a Shipper's Interruptible Transportation Service Agreement that Transporter agrees to receive from Shipper under Toll Schedule Interruptible Full Path Service, Toll Schedule Interruptible Receipt Service or Toll Schedule Interruptible Delivery Service, as applicable.
Floor Price means the minimum price set by the Company in the Issuance Notice below which the Agent shall not sell Shares during the applicable period set forth in the Issuance Notice, which may be adjusted by the Company at any time during the period set forth in the Issuance Notice by delivering written notice of such change to the Agent and which in no event shall be less than $1.00 without the prior written consent of the Agent, which may be withheld in the Agent’s sole discretion.
Initial Warrant Exercise Date means __________, 1997.
Prefunded Warrant Shares means the shares of Common Stock issuable upon exercise of the Prefunded Warrants.
tons means the gross tonnage calculated in accordance with the tonnage measurement regulations contained in Annex I of the International Convention on Tonnage Measurement of Ships, 1969; the word “tonnage” shall be construed accordingly.
Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.
Warrant Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.