Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 5 contracts
Samples: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 4 contracts
Samples: Purchase Agreement (Odyssey Group International, Inc.), Purchase Agreement (Westwater Resources, Inc.), Purchase Agreement (Biolargo, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 4 contracts
Samples: Purchase Agreement (Enveric Biosciences, Inc.), Purchase Agreement (Enveric Biosciences, Inc.), Purchase Agreement (Advent Technologies Holdings, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 4 contracts
Samples: Purchase Agreement (Meta Materials Inc.), Purchase Agreement (Meta Materials Inc.), Purchase Agreement (Aspira Women's Health Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the such applicable Accelerated number of Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, and in each case pursuant to Section 2(a) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementAgreement and (iii) the Closing Sale Price is not less than the Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent, and only to the extent, of the number by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a written confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 4 contracts
Samples: Purchase Agreement (Tailwind Acquisition Corp.), Purchase Agreement (Brookline Capital Acquisition Corp.), Purchase Agreement (Brookline Capital Acquisition Corp.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Priceeffect, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) ), and all Additional Commitment Shares issuable in respect thereof pursuant to Section 5(e), have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 4 contracts
Samples: Purchase Agreement (Clene Inc.), Purchase Agreement (Netlist Inc), Purchase Agreement (Netlist Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(a) above) and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 4 contracts
Samples: Purchase Agreement (Tenon Medical, Inc.), Purchase Agreement (Cingulate Inc.), Purchase Agreement (Vyant Bio, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(b) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(b) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 3 contracts
Samples: Purchase Agreement (Chicken Soup for the Soul Entertainment, Inc.), Purchase Agreement (Unity Biotechnology, Inc.), Purchase Agreement Purchase Agreement (Venus Concept Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Priceeffect, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 3 contracts
Samples: Purchase Agreement (Lightning eMotors, Inc.), Purchase Agreement (Kintara Therapeutics, Inc.), Purchase Agreement (Moleculin Biotech, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and At any time on or after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, right to direct the Investor, by its delivery Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the Investor of an amounts specified in this Section 2(b) per Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Date therefor in accordance with this Agreement Notices as follows: the Accelerated Purchase Amount may be up to One Hundred Thousand Dollars (each such purchase, an “Accelerated Purchase”). The Company may deliver an $100,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $1.25 (subject to the Investor only (iequitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on a Regular the Purchase Date on which Date. The Accelerated Purchase Amount may be increased to up to Two Hundred Thousand Dollars (A$200,000.00) the Company also properly submitted a Regular per Accelerated Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) if the Closing Sale Price of the Common Stock is not less than below $1.75 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Floor Price, and Amount may be increased to up to Three Hundred Fifty Thousand Dollars (ii$350,000.00) per Accelerated Purchase Notice if all Purchase Shares the Closing Sale Price of the Common Stock is not below $2.50 (subject to all Regular Purchasesequitable adjustment for any reorganization, Accelerated Purchases and Additional Accelerated Purchases prior to recapitalization, non-cash dividend, stock split or other similar transaction) on the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementDate. Within one (1) Business Day after completion of each The Accelerated Purchase Date Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $3.25 (subject to equitable adjustment for an any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Investor will provide Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the Company a written confirmation of such date that the valid Accelerated Purchase setting forth Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for threshold price, such Accelerated Purchase (each, an “shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Confirmation”)Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.
Appears in 3 contracts
Samples: Amended and Restated Purchase Agreement (Pokertek, Inc.), Amended and Restated Purchase Agreement (Pokertek, Inc.), Purchase Agreement Purchase Agreement (Pokertek, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 3 contracts
Samples: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.), Purchase Agreement (Moleculin Biotech, Inc.), Purchase Agreement (Precipio, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount applicable to any Accelerated Purchase, and all of the Purchase Shares subject to all Regular Purchases, such increased Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received shall be purchased by the Investor as DWAC Shares at the Accelerated Purchase Price for such increased Accelerated Purchase in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 3 contracts
Samples: Purchase Agreement (Kempharm, Inc), Purchase Agreement (Caladrius Biosciences, Inc.), Purchase Agreement (Actinium Pharmaceuticals, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.60 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (Hpev, Inc.), Purchase Agreement (Plandai Biotechnology, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement, (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Imageware Systems Inc), Purchase Agreement (Imageware Systems Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement DateDate and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, and in each case pursuant to Section 2(a) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, and (iii) the Closing Sale Price is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (IMAC Holdings, Inc.), Purchase Agreement (IMAC Holdings, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice to the Investor, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.75 and executed such Regular Purchase pursuant to and in accordance with Section 2(a) hereof, and such Accelerated Purchase Notice may only be for Purchase Shares not to exceed the lesser of (i) the maximum percentage of the Accelerated Purchase Floor Price, Share Percentage and (ii) if all two (2) times the number of Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior purchased pursuant to the corresponding Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement Purchase Agreement (Opexa Therapeutics, Inc.), Purchase Agreement (Opexa Therapeutics, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the applicable Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(a) above) and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement Purchase Agreement (Brooklyn ImmunoTherapeutics, Inc.), Purchase Agreement (Brooklyn ImmunoTherapeutics, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice to the Investor, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $1.00 and executed such Regular Purchase pursuant to and in accordance with Section 2(a) hereof, and such Accelerated Purchase Notice may only be for Purchase Shares not to exceed the lesser of (i) the maximum percentage of the Accelerated Purchase Floor Price, Share Percentage and (ii) if all two (2) times the number of Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior purchased pursuant to the corresponding Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (Anavex Life Sciences Corp.), Purchase Agreement (Cytomedix Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “"Accelerated Purchase”"). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “"Accelerated Purchase Confirmation”"). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Fast Radius, Inc.), Purchase Agreement (Biodesix Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “"Accelerated Purchase”"). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “"Accelerated Purchase Confirmation”"). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Marker Therapeutics, Inc.), Purchase Agreement (PaxMedica, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $1.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $1.50). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (MetaStat, Inc.), Purchase Agreement (xG TECHNOLOGY, INC.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $3.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (Anavex Life Sciences Corp.), Purchase Agreement (Aastrom Biosciences Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $1.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (GelTech Solutions, Inc.), Purchase Agreement Purchase Agreement (KonaRed Corp)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the and executed such Regular Purchase Share Limit then pursuant to and in effect accordance with Section 2(a) hereof, and such Accelerated Purchase Notice may only be for Purchase Shares not to exceed the lesser of (Bi) the Closing Sale Price maximum percentage of the Common Stock is not less than the Accelerated Purchase Floor Price, Share Percentage and (ii) if all two (2) times the number of Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior purchased pursuant to the corresponding Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement Purchase Agreement (Lightwave Logic, Inc.), Purchase Agreement (Advanced Cell Technology, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares Regular Purchases as described in Section 2(a) above, the Company shall also have the right, but not the obligation, in the Company’s sole and absolute discretion, to direct the Investor, by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount; provided that the parties may mutually agree to increase the amount of Purchase Shares sold to the Investor on any Accelerated Purchase Date at the Accelerated Purchase Price (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then Purchase, pursuant to and in effect accordance with Section 2(a) hereof, and (B) the Closing Sale Price is not below US$1.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). The Company may deliver an Accelerated Purchase Notice only between 4:01 p.m., Eastern time, and 6:00 p.m., Eastern time, on the applicable Purchase Date or between 8:00 a.m., Eastern time, and 9:00 a.m., Eastern time, on the Business Day next following the applicable Purchase Date.
Appears in 2 contracts
Samples: Purchase Agreement (Oncolytics Biotech Inc), Purchase Agreement (Oncolytics Biotech Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.60 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $0.60). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (RXi Pharmaceuticals Corp), Purchase Agreement Purchase Agreement (RXi Pharmaceuticals Corp)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the such applicable Accelerated number of Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, and in each case pursuant to Section 2(a) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementAgreement and (iii) the Closing Sale Price is not less than the Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent, and only to the extent, of the number by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a written confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (D-Wave Quantum Inc.), Purchase Agreement (DPCM Capital, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement DateDate and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Floor Price. If the Company delivers any Accelerated Purchase Floor PriceNotice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice in accordance with the terms of this Agreement, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice in accordance with the terms of this Agreement (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount applicable to any Accelerated Purchase, and all of the Purchase Shares subject to all Regular Purchases, such increased Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received shall be purchased by the Investor as DWAC Shares at the Accelerated Purchase Price on the Accelerated Purchase Date for such increased Accelerated Purchase in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (Netlist Inc), Purchase Agreement (Netlist Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.75 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $0.75). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (Zosano Pharma Corp), Purchase Agreement (Soligenix, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.25 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Avinger Inc), Purchase Agreement (Avinger Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement DateDate and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above), (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, Price and (iiiii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount applicable to any Accelerated Purchase, and all of the Purchase Shares subject to such increased Accelerated Purchase shall be purchased by the Investor at the Accelerated Purchase Price for such increased Accelerated Purchase in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Microvision, Inc.), Purchase Agreement (Microvision, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase. If the Company delivers any Accelerated Purchase of not less than the Regular Notice for an Accelerated Purchase Share Limit then Amount in effect and (B) the Closing Sale Price excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (xG TECHNOLOGY, INC.), Purchase Agreement (Rediff Com India LTD)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $3.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $3.00). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (Oncobiologics, Inc.), Purchase Agreement (Aytu Bioscience, Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $1.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that (i) the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice and (ii) if all the parties may mutually agree to increase the Accelerated Purchase Shares subject to all Regular Purchases, Share Amount on any Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by at the Investor as DWAC Shares in accordance with this Agreementapplicable Accelerated Purchase Price. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). The Company may deliver multiple Accelerated Purchase Notices to the Investor, subject to and in accordance with the provisions of this Section 2(b), so long as at least one (1) Business Day has passed since the most recent Accelerated Purchase was completed.
Appears in 2 contracts
Samples: Purchase Agreement (Microvision, Inc.), Purchase Agreement (Tetralogic Pharmaceuticals Corp)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Obalon Therapeutics Inc), Purchase Agreement (Obalon Therapeutics Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement, (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Equillium, Inc.), Purchase Agreement (Alpine 4 Technologies Ltd.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 2 contracts
Samples: Purchase Agreement (OncBioMune Pharmaceuticals, Inc), Purchase Agreement (OncBioMune Pharmaceuticals, Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and At any time on or after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, right to direct the Investor, by its delivery Investor to buy Purchase Shares (each such purchase an “Accelerated Purchase”) in the Investor of an amounts specified in this Section 2(b) per Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Date therefor in accordance with this Agreement Notices as follows: the Accelerated Purchase Amount may be up to Sixty Thousand Dollars (each such purchase, an “Accelerated Purchase”). The Company may deliver an $60,000.00) per Accelerated Purchase Notice provided that the Closing Sale Price of the Common Stock must not be below $1.40 (subject to the Investor only (iequitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on a Regular the Purchase Date on which Date. The Accelerated Purchase Amount may be increased to up to One Hundred Twenty Thousand Dollars (A$120,000.00) the Company also properly submitted a Regular per Accelerated Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) if the Closing Sale Price of the Common Stock is not less than below $1.80 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. The Accelerated Purchase Floor Price, and Amount may be increased to up to Two Hundred Forty Thousand Dollars (ii$240,000.00) per Accelerated Purchase Notice if all Purchase Shares the Closing Sale Price of the Common Stock is not below $3.00 (subject to all Regular Purchasesequitable adjustment for any reorganization, Accelerated Purchases and Additional Accelerated Purchases prior to recapitalization, non-cash dividend, stock split or other similar transaction) on the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementDate. Within one (1) Business Day after completion of each The Accelerated Purchase Date Amount may be increased to up to Five Hundred Thousand Dollars ($500,000.00) per Accelerated Purchase Notice if the Closing Sale Price of the Common Stock is not below $4.00 (subject to equitable adjustment for an any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date. With respect to each such Accelerated Purchase, the Investor will provide Company must deliver the Purchase Shares before 1:00 p.m. eastern time on the Business Day following the Purchase Date. As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the Company a written confirmation of such date that the valid Accelerated Purchase setting forth Notice was received by the Investor. However, if on any Purchase Date the Closing Sale Price of the Common Stock is below the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for threshold price, such Accelerated Purchase (each, an “shall be void and the Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Confirmation”)Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Notice as set forth herein by delivery of a new Accelerated Purchase Notice only if the Closing Sale Price of the Common Stock is at or above the applicable Accelerated Purchase Amount threshold price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.
Appears in 2 contracts
Samples: Purchase Agreement (GelTech Solutions, Inc.), Purchase Agreement Purchase Agreement (GelTech Solutions, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement, (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (eachPurchase. Notwithstanding the foregoing, an “the Company shall not deliver any Accelerated Purchase Confirmation”)Notices during the PEA Period.
Appears in 2 contracts
Samples: Purchase Agreement (Acer Therapeutics Inc.), Purchase Agreement (Brickell Biotech, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and At any time after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, right to direct the Investor, by its delivery Investor to buy up to 200,000 Purchase Shares (each such purchase an “Accelerated Purchase” and the Investor of an amount so purchased the “Accelerated Purchase Amount”) per Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices provided that the Closing Sale Price of the Common Stock must not be below $.20 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date therefor in accordance with this Agreement (each such purchase, an the “Accelerated PurchasePurchase Threshold Price”). The Company may deliver an As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Regular Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice to was received by the Investor only (i) Investor. However, if on a Regular any Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below the Accelerated Purchase Floor Threshold Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth shall be void and the applicable Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Share Amount and Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Price for such Notice as set forth herein by delivery of a new Accelerated Purchase (each, an “Notice only if the Closing Sale Price of the Common Stock is at or above the Accelerated Purchase Confirmation”)Threshold Price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.
Appears in 2 contracts
Samples: Purchase Agreement (Enova Systems Inc), Purchase Agreement (Enova Systems Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common common Stock is not less than exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(b) above); and (ii) if all Purchase Shares subject to for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, as applicable, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement; provided, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Samples: Purchase Agreement Purchase Agreement (Histogen Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the and executed such Regular Purchase pursuant to and in accordance with Section 2(a) hereof. If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Limit then Amount in effect and (B) the Closing Sale Price excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Advanced Cell Technology, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) No later than 10:00 a.m., Eastern Time, on the Business Day after completion of immediately following each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Samples: Purchase Agreement (Conformis Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.75 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Nephros Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, in its sole and absolute discretion, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $1.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Oncogenex Pharmaceuticals, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement DateDate and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the such applicable Accelerated number of Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, and in each case pursuant to Section 2(a) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementAgreement and (iii) the Closing Sale Price is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the number by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above), (Bii) on a Purchase Date on which the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (iiiii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 1 contract
Samples: Purchase Agreement (Biolargo, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit Limit, or the Fully Adjusted Regular Purchase Share limit, as applicable, then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated on such Purchase Floor PriceDate in accordance with this Agreement and, and (ii) if all Purchase Shares subject to all prior Regular Purchases and Accelerated Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to except the corresponding Regular Purchase Date referred to in clause (i) hereof (as applicable) Purchase, have theretofore been received by the Investor, (iii) the Investor has received as DWAC DTC Shares all shares subject of a Program ADS Issuance and Delivery Instruction that has been executed and delivered to the Company by the Investor in accordance with this AgreementAgreement one or more Business Days prior to such Business Day and (iv) the Closing Sale Price of the American Depositary Shares is not less than the Accelerated Purchase Floor Price. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (eachPurchase. Notwithstanding the foregoing, an “the Company shall not deliver any Accelerated Purchase Confirmation”)Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) abovehereof, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) hereof on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by hereof). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.10 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $0.10). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Elite Pharmaceuticals Inc /Nv/)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Shares (as applicable) and the total number of outstanding Common Shares exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above) and (Bii) the Closing Sale Price of the Common Stock Shares is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, in the Company’s sole and absolute discretion, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Priceeffect, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy each Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the and executed such Regular Purchase Share Limit then pursuant to and in effect accordance with Section 2(a) hereof, and such Accelerated Purchase Notice may only be for Accelerated Purchase Shares not to exceed the lesser of (Bi) the Closing Sale Price maximum percentage of the Common Stock is not less than the Accelerated Purchase Floor Price, Share Percentage and (ii) if all three (3) times the number of Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior purchased pursuant to the corresponding Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide shall submit to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (BioLineRx Ltd.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Priceeffect, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases effected prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $1.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that (i) the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice and (ii) if all the parties may mutually agree to increase the Accelerated Purchase Shares subject to all Regular Purchases, Share Amount on any Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by at the Investor as DWAC Shares in accordance with this Agreementapplicable Accelerated Purchase Price. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). The Company may deliver multiple Accelerated Purchase Notices to the Investor, subject to and in accordance with the provisions of this Section 2(b), so long as at least one (1) Business Day has passed since the most recent Accelerated Purchase was completed.
Appears in 1 contract
Samples: Purchase Agreement Purchase Agreement (Transenterix Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $1.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the such applicable Accelerated number of Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the New Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, and in each case pursuant to Section 2(a) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementAgreement and (iii) the Closing Sale Price is not less than the Floor Price. Within one (1) Business Day after completion of each If the Company delivers any Accelerated Purchase Date for Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent, and only to the extent, of the number by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated PurchasePurchase Confirmation (defined below)), and the Investor will provide shall have no obligation to the Company a written confirmation purchase such excess Purchase Shares in respect of such Accelerated Purchase setting forth Notice; provided that the applicable Investor shall remain obligated to purchase the Accelerated Purchase Share Amount and Accelerated Purchase Price for which the Company is permitted to include in such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).Accelerated
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Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and At any time after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, right to direct the Investor, by its delivery Investor to buy up to 400,000 Purchase Shares (each such purchase an “Accelerated Purchase” and the Investor of an amount so purchased the “Accelerated Purchase Amount”) per Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Purchase Date by delivering to the Investor Accelerated Purchase Notices provided that the Closing Sale Price of the Common Stock must not be below $.10 (subject to equitable adjustment for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) on the Purchase Date therefor in accordance with this Agreement (each such purchase, an the “Accelerated PurchasePurchase Threshold Price”). The Company may deliver an As used herein, the term “Accelerated Purchase Price” shall mean the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii) the lowest Purchase Price during the previous ten (10) Business Days prior to the date that the valid Accelerated Purchase Notice to was received by the Investor only (i) Investor. However, if on a Regular any Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below the Accelerated Purchase Floor Threshold Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth shall be void and the applicable Investor’s obligations to buy Purchase Shares in respect of that Accelerated Purchase Share Amount and Notice shall be terminated. Thereafter, the Company shall again have the right to submit an Accelerated Purchase Price for such Notice as set forth herein by delivery of a new Accelerated Purchase (each, an “Notice only if the Closing Sale Price of the Common Stock is at or above the Accelerated Purchase Confirmation”)Threshold Price on the date of the delivery of the Accelerated Purchase Notice. The Company may deliver multiple Accelerated Purchase Notices to the Investor so long as at least two (2) Business Days have passed since the most recent Accelerated Purchase was completed.
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Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.25 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Nuvilex, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
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Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $1.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $1.00). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $2.50 (to be appropriately adjusted for any reorganization, recapitalization, non- cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $2.50). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Biodel Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice to the Investor, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.65 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) and executed such Regular Purchase pursuant to and in accordance with Section 2(a) hereof. If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described elsewhere in this Section 2(a) above2, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.30 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Samples: Purchase Agreement (Invivo Therapeutics Holdings Corp.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.25 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $1.00). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Biolargo, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement DateDate and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(b) above) and (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement, (ii) if all Purchase Shares subject to each prior Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (eachPurchase. Notwithstanding the foregoing, an “the Company shall not deliver any Accelerated Purchase Confirmation”)Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement DateDate and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(a) above) and (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(a) above), and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) ), and all Additional Commitment Shares issuable in respect thereof pursuant to Section 5(e), have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount applicable to any Accelerated Purchase, and all of the Purchase Shares subject to all Regular Purchases, such increased Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received shall be purchased by the Investor as DWAC Shares at the Accelerated Purchase Price for such increased Accelerated Purchase in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.20 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $0.20). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.08 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Amarantus Bioscience Holdings, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than Shares exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(a) above) and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(a) above) and (ii) if all Purchase Shares subject to all prior Regular Purchases, Purchases and Accelerated Purchases and all Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice to the Investor, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction) and executed such Regular Purchase pursuant to and in accordance with Section 2(a) hereof. If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Zalicus Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(b) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, and in each case pursuant to Section 2(b) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Purchases and Accelerated Purchases and all Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, and (iii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $1.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement Purchase Agreement (Anthera Pharmaceuticals Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Priceeffect, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases effected prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) ), and all Additional Commitment Shares issuable in respect thereof pursuant to Section 5(e), have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Phunware, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price is not below $0.30 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (KonaRed Corp)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement (Processa Pharmaceuticals, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares Regular Purchases as described in Section 2(a) above, the Company shall also have the right, but not the obligation, in the Company’s sole and absolute discretion, to direct the Investor, by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount; provided that the parties may mutually agree to increase the amount of Purchase Shares sold to the Investor on any Accelerated Purchase Date at the Accelerated Purchase Price (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then Purchase, pursuant to and in effect accordance with Section 2(a) hereof, and (B) the Closing Sale Price is not below US$0.70 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the Common Stock is not less than limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Floor PriceShare Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchases, in respect of such Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by Notice; provided that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). The Company may deliver an Accelerated Purchase Notice only between 4:01 p.m., Eastern time, and 6:00 p.m., Eastern time, on the applicable Purchase Date or between 8:00 a.m., Eastern time, and 9:00 a.m., Eastern time, on the Business Day next following the applicable Purchase Date.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than below $0.50 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction and, effective upon the Accelerated Purchase Floor Priceconsummation of any such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and (ii) if all $0.50) . If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares subject set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to all Regular Purchasesinclude in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”).
Appears in 1 contract
Samples: Purchase Agreement Purchase Agreement (Us Geothermal Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “"Accelerated Purchase”"); provided, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “"Accelerated Purchase Confirmation”"). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “"Accelerated Purchase”"); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “"Accelerated Purchase Confirmation”"). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above), (ii) if all Purchase Shares for all prior Regular Purchases, Accelerated Purchases, Tranche Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Samples: Purchase Agreement (Tonix Pharmaceuticals Holding Corp.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the applicable Accelerated Purchase Price, which shall not be less than the applicable Accelerated Purchase Minimum Price Threshold, on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if all the Investor shall have no obligation to purchase such excess Purchase Shares subject to all Regular Purchasesin respect of such Accelerated Purchase Notice; provided, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by however, that the Investor as DWAC Shares shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in accordance with this Agreementsuch Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will shall provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price applicable purchase price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices to the Investor during the PEA Period.
Appears in 1 contract
Samples: Purchase Agreement (Elite Pharmaceuticals Inc /Nv/)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “"Accelerated Purchase”"); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(a) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(a) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation respect of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).Notice;
Appears in 1 contract
Samples: Execution Copy 152422163 152422163 152422163 Purchase Agreement (Aquestive Therapeutics, Inc.)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(b) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount applicable to any Accelerated Purchase, and all of the Purchase Shares subject to all Regular Purchases, such increased Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received shall be purchased by the Investor as DWAC Shares at the Accelerated Purchase Price for such increased Accelerated Purchase in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this AgreementAgreement (including, without limitation, giving effect to any increase to the Regular Purchase Share Limit pursuant to Section 2(b)), to purchase the applicable Accelerated Purchase Share Amount Amount, and the Investor thereupon shall have the obligation to purchase the Purchase Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement, (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (Biii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided, however, that the Investor shall not be required to buy a number of Purchase Shares in an Accelerated Purchase that exceeds the Accelerated Purchase Share Estimate. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price, 50,000 shares and (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement; provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount on any Accelerated Purchase Date at the applicable Accelerated Purchase Price. Each Accelerated Purchase Notice must be accompanied by the Accelerated Purchase Share Estimate for such Accelerated Purchase, and such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the number of Purchase Shares set forth in the Accelerated Purchase Share Estimate. The Investor shall immediately return to the Company such number of Purchase Shares issued pursuant to the Accelerated Purchase Share Estimate that exceeds the Accelerated Purchase Share Amount. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
Appears in 1 contract
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning on the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated on such Purchase Floor Price, Date in accordance with this Agreement and (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement; provided, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount on any Accelerated Purchase Date at the applicable Accelerated Purchase Price. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
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Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, with one Business Day’s prior written notice, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreementtime, and the Investor thereupon shall have the obligation, to purchase the applicable Accelerated buy Purchase Share Amount Shares at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement an amount equal to the Accelerated Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date date on which (A) the Company also properly submitted a Regular Purchase Notice for a Regular Purchase of not less than the and executed such Regular Purchase Share Limit then pursuant to and in effect and (Baccordance with Section 2(a) hereof, the Closing Sale Price of the Common Stock is not less than below $0.15 and such Accelerated Purchase Notice may only be for Purchase Shares not to exceed the lesser of (i) the maximum percentage of the Accelerated Purchase Floor Price, Share Percentage and (ii) if all three (3) times the number of Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior purchased pursuant to the corresponding Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received by the Investor as DWAC Shares in accordance with this AgreementPurchase. Within one (1) Business Day after Upon completion of each Accelerated Purchase Date for an Accelerated PurchaseDate, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such shall be set forth on a confirmation of the Accelerated Purchase (each, an “Accelerated Purchase Confirmation”).
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Samples: Purchase Agreement (Elite Pharmaceuticals Inc /Nv/)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above) and (Bii) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and (ii) if the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount applicable to any Accelerated Purchase, and all of the Purchase Shares subject to all Regular Purchases, such increased Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received shall be purchased by the Investor as DWAC Shares at the Accelerated Purchase Price for such increased Accelerated Purchase in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
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Samples: Purchase Agreement (HTG Molecular Diagnostics, Inc)
Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after beginning one (1) Business Day following the Commencement DateDate and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor, Investor by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (Ai) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Accelerated Regular Purchase Floor PriceShare Limit, in each case pursuant to Section 2(a) above) and (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to Purchases, including, without limitation, those that have been effected on the Regular same Business Day as the applicable Accelerated Purchase Date referred with respect to in clause (i) hereof (as applicable) which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice; and provided, further, however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount applicable to any Accelerated Purchase, and all of the Purchase Shares subject to such increased Accelerated Purchase shall be purchased by the Investor at the Accelerated Purchase Price for such increased Accelerated Purchase in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
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Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after one (1) Business Day following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of an Accelerated Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (each such purchase, an “Accelerated Purchase”); provided however, that the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase up to One Million Five Hundred (1,500,000) Purchase Shares. The Company may deliver an Accelerated Purchase Notice to the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect and on such Purchase Date in accordance with this Agreement (B) including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Common Stock is not less than the Accelerated exceeding certain thresholds set forth in Section 2(b) above on such Purchase Floor Price, Date and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior any other adjustments to the Regular Purchase Date referred Share Limit, in each case pursuant to in clause (iSection 2(b) hereof (as applicable) have theretofore been received by above). If the Company delivers any Accelerated Purchase Notice directing the Investor as DWAC to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio only with respect to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice (which shall be confirmed in an Accelerated Purchase Confirmation), and the Investor shall have no obligation to purchase such excess Purchase Shares in accordance with this Agreementrespect of such Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.
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Samples: Purchase Agreement (Rezolute, Inc.)
Accelerated Purchases. Subject Notwithstanding the foregoing, subject to the terms and conditions of this Agreement, from and after the Commencement Execution Date, in addition to purchases of Purchase Notice Shares as described in Section 2(a) 3.1 above, and subject to the Accelerated Purchase Notice Limit, the Company shall also have the right, but not the obligation, to direct request the Investor, by its timely delivery to the Investor of an Accelerated Purchase Notice from time to time on an Accelerated Purchase Date in accordance with this Agreement, to purchase the number of Shares specified in the Accelerated Purchase Notice at the applicable Accelerated Purchase Share Amount at the Accelerated Purchase Price on the Accelerated Purchase Date therefor in accordance with this Agreement (and for purposes of this Section 3.1.1, such Shares to be purchased pursuant to an Accelerated Purchase Notice shall also be referred to as “Purchase Notice Shares”, and each such purchase, an “Accelerated Purchase”); provided, however, that such Accelerated Purchase shall only become enforceable upon and be subject to the written acceptance of the Accelerated Purchase Notice through counter-signature by the Investor. The Company may deliver multiple Accelerated Purchase Notices to the Investor on an Accelerated Purchase Notice to Date. Notwithstanding Section 3.2, the Investor only (i) on a Regular Purchase Date on which (A) the Company also properly submitted a Regular Purchase Notice wire for a Regular Purchase of not less than the Regular Purchase Share Limit then in effect and (B) the Closing Sale Price of the Common Stock is not less than the Accelerated Purchase Notice shall occur five (5) Trading Days following the end of the Accelerated Valuation Period (the “Accelerated Purchase Settlement Date”). In addition, for purposes hereof, the Floor Price, and (ii) if all Purchase Shares subject to all Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases prior to the Regular Purchase Date referred to in clause (i) hereof (as applicable) have theretofore been received Price limitation may be waived by the Investor as DWAC Shares in accordance with this Agreement. Within one (1) Business Day after completion of each Accelerated Purchase Date for an respect to any Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase (each, an “Accelerated Purchase Confirmation.”).
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