Common use of DELIVERY OF PUT NOTICES Clause in Contracts

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent) of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 2 contracts

Samples: Investment Agreement (Xtreme Companies Inc), Investment Agreement (Xtreme Companies Inc)

AutoNDA by SimpleDocs

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The Put Notice shall be in In addition, the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount equal to one hundred seventy-five percent (175%) of the average daily volume for the forty (40) Trading Days prior to the applicable Put Notice Date multiplied by ninety-three (93%) of the lowest closing bid price during that period, but in no event less than $25,000 nor more than $1,000,000. Once the Put Notice is received by the Investor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company shall be entitled to Put to the Investor shall be $100,000 per Putexcept as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9593% (ninety-five percent) of the average of four the lowest posted closing bid prices price of the Company's Common Stock during the first five (5) Trading Days of the specified Pricing Period and the lowest closing bid price of the Company's Common Stock during the second five (5) Trading Days of the specified Pricing Period. Within ten (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 2 contracts

Samples: Investment Agreement (Can Cal Resources LTD), Investment Agreement (Can Cal Resources LTD)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the ----------------------- Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated Amount(designated in shares of Common Stock) which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Company shall deliver a copy of the Put Notice to the Escrow Agent. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that equal to two hundred fifty percent (250%) of the average daily volume (U.S. market only) of the Common Stock for the TEN (10) Trading Days prior to the applicable Put Notice Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, but in no event more than $1,000,000. Once the Put Notice is received by the Investor, the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company shall be entitled to Put to the Investor shall be $100,000 per Putexcept as set forth in Section (b)(ii) of this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9592% (ninety-five percent) of the average of four the three (3) lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Company's Common Stock for during the fifteen ten (1510) Trading Days prior Day Pricing Period. No other terms, rights or provisions of the Agreement are or should be considered to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received have been modified by the Investorterms of this Addendum and each party retains all other rights, obligations, privileges and duties contained in the Agreement. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable PriceAgreed and Accepted on this 29h day of August, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.2002 :

Appears in 1 contract

Samples: Investment Agreement (FTS Apparel Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Dollar Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Dateduring the Purchase Period. The Put Notice shall be in In addition, the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Dollar Amount designated by the Company in the form of a Put Notice shall be in increments of not less than $50,000 and not more $2,000,000, subject to a waiver of such minimum and maximum amounts as follows: The maximum amount that mutually agreed upon by the Company shall be entitled to and the Investor. Once the Put to Notice is received by the Investor the Put Notice shall not be $100,000 per Putterminated, withdrawn or otherwise revoked by the Company. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing closing has been completed. The Company shall not be entitled to issue a Put Notice to Investor for more than the Maximum Put Amount. The amount that the Company is able to draw down can be increased or decreased if mutually agreed upon by both parties in writing. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9592% (ninety-five percent) of the average of four the lowest posted three (3) closing bid prices of the Common Stock during the Pricing Purchase Period. Within ten (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Ivoice Com Inc /De)

DELIVERY OF PUT NOTICES. (i) Subject The Company shall have the option, exercisable in its sole discretion and subject to the terms and conditions of this Agreement (the Transaction Documents“Put”), and from time to deliver a Put Notice to Subscriber at any time during the Open Period, the Company may, in its sole discretion, deliver a . Any such Put Notice to shall state the Investor which states the Put Amount (designated in shares number of Common Stock) which Shares the Company intends to sell to Subscriber, along with the Investor applicable Share Price and Put Amount for the Shares subject to such Put, all of which shall be calculated by the Company in accordance with this Agreement. The minimum Put Amount shall be equal to Fifty Thousand Dollars ($50,000) and the maximum Put Amount shall be equal to Two Hundred Fifty Thousand Dollars ($250,000). Upon delivery of such a Put Notice, Subscriber has the option to purchase the number of Shares stated in such Put Notice on a Closing Datethe terms stated therein and according to the terms of this Agreement. The Put Notice shall be in the form attached hereto as Exhibit "F" and A, which is incorporated herein by reference. The Each Put Amount designated by the Company set forth in the form of a separate Put Notice shall be as follows: for an aggregate Put Amount that is in an integral multiple of Fifty Thousand Dollars ($50,000); provided, that if the Share Price for any Put would result in a fractional number of Shares using an otherwise qualifying Put Amount, then the number of Shares shall be reduced to the next lowest whole number of Shares, and the total Put Amount for that particular Put shall be adjusted accordingly without being deemed in violation of the requirements of this Section. The maximum amount that the Company shall be entitled send wire transfer instructions to Subscriber for each Put Notice. Subscriber shall sign each Put Notice and deliver it back to the Investor shall be $100,000 per Put. During the Open PeriodCompany, the Company shall not be entitled to submit a Put Notice until after the previous adding an eligible Closing has been completed. The Purchase Price for the Common Stock identified Date in the Put Notice shall be equal to 95% accordance with Section 2.3, at least three (ninety-five percent) of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (153) Trading Days prior to the Put Notice Closing Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received chosen by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarterSubscriber.

Appears in 1 contract

Samples: Investment Agreement (American Copper Corp.)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions satisfaction of the Transaction Documentsconditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is twenty-four (24) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8, (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in shares the "DOLLAR AMOUNT") of Common Stock) Shares which the Company intends to sell to the Investor during the period beginning on a Closing Datethe Trading Day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). The A Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent) of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors delivered on (ix) the Trading Day it is actually received by facsimile or otherwise by the Investors Investor if such notice is received on or prior to 9:00 A.M. New York 12:00 noon Eastern Standard Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (iiy) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:00 A.M. New York time 12:00 noon Eastern Standard Time on a Trading Day or at anytime (receipt being documented as described in (x) above). No Put Notice may be deemed delivered, on a day which that is not a Trading Day. Notwithstanding For purposes of this Agreement, "TRADING DAY" shall mean any day on which the foregoingPrincipal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, there the Dollar Amount designated by the Company in a Put Notice shall be a closing with respect to, in increments of not less than $100,000 and the Company shall be responsible for delivering, that number of shares of Common Stock not more $2,000,000 subject to the Investor that were sold by requirements set forth in this Agreement. Once the Investors through and including the end of the Trading Day the written cancellation notice Put Notice is received by the InvestorInvestor the Put Notice shall not be, terminated, withdrawn or otherwise revoked by the Company. During the Open Period, Put Notices may be delivered no more frequently than once in each period of fifteen (iii15) consecutive Trading Days. The Dollar Amount that the Company is permitted to request with respect to each Put Notice depends on the product of the daily trading volume and the closing bid price of the Company's Common Stock on the Principal Market (as defined in Section 1(f)), (the "DOLLAR TRADING VOLUME"). The maximum Dollar Amount of the Put Notice will be calculated by multiplying the average of the Dollar Trading Volume for the thirty (30) Trading Days immediately preceding the Put Notice Date, by 1.5 (the "MAXIMUM PUT AMOUNT"). The amount that the Company is able to draw down can be increased or decreased if mutually agreed upon by both parties in writing. For the ten (10) Trading Days immediately preceding both the Put Notice Date and the applicable Closing Date, the average Dollar Trading Volume must be at least $75,000 and the average closing bid price for such ten (10) Trading Day period shall be greater than $.50. The price at which the Investor will purchase the Common Stock ("PURCHASE PRICE") will be 87.5% of the average of the lowest three closing bid prices during the ten (10) Trading Days immediately preceding the "Closing Date", as that term is defined in subsection 1(h); Within Thirteen ten (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Senior Care Industries Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Equity Line Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in number of shares of Common StockStock (the “Put Amount”) which the Company intends to sell to the Investor on a Closing DateDate (the “Put”). The number of Shares in any Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per Putnot exceed five hundred thousand shares (500,000). During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing Pricing Period for the prior Put has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be purchased for a price equal to 95% the Purchase Price. Within two (ninety-five percent2) days of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that delivering a Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Company shall deliver to the Investor will continue pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) In lieu of delivering physical certificates representing the Securities and provided that the Company’s transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor’s prime broker (as specified by the Investor within a reasonable period in advance of the Investor’s notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The price for the Put until Amount will be determined by multiplying the FACSIMILE is received number of Shares to be delivered specified in the Put Notice by the Purchase Price outlined in that particular Put. In the event the Shares are not sufficient to cover the entire Put, the Company shall immediately deliver more Shares pursuant to a request by the Investor. In the event there is an excess of Shares for that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable PricePut, the Company may elect in its sole discretion, by sending written notice will be able to deduct that particular amount of excess Shares for the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarterPut.

Appears in 1 contract

Samples: Investment Agreement (ProPhase Labs, Inc.)

DELIVERY OF PUT NOTICES. (iI) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount dollar amount (designated in shares of Common StockU.S. Dollars) (the "Put Amount") ,which the Company intends to sell to the Investor on a Closing DateDate (the "Put"). The Put Notice shall be in the form attached hereto as Exhibit "F" C and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) Two Hundred percent (200%) of the average daily volume (U.S. market only) of the Common Stock for the twenty (20) Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, or (B) Five Hundred Thousand dollars ($100,000 per Put500,000). During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent) percent (95)% of the average of four lowest posted bid prices closing Best Bid price of the Common Stock during the Pricing Period. (C) RESERVED (D) INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) If twenty percent (20%) of the closing bid price aggregate trading volume of the Common Stock during the applicable Pricing Period with respect to that Put Notice is less than 75% times (seventy-five percentx) the lowest closing bid price of the closing bid prices of the Company's Common Stock for during the fifteen (15) Trading Days specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2(h), prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the InvestorClosing Date. (iiiE) Within Thirteen Reserved (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.F)

Appears in 1 contract

Samples: Investment Agreement Investment Agreement (Hyperdynamics Corp)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions satisfaction of the Transaction Documents-------------------------- conditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is eighteen (18) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8 (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in shares the "DOLLAR AMOUNT") of Common Stock) which Shares that the Company intends to sell to the Investor during the period beginning on a Closing Datethe trading day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). The A Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent) of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors delivered on (ix) the Trading Day it is actually received by facsimile or otherwise by the Investors Investor if such notice is received on or prior to 9:00 A.M. New York 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (iiy) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:00 A.M. New York time 12:00 noon Eastern Time on a Trading Day or at anytime (receipt being documented as described in (x) above). No Put Notice may be deemed delivered, on a day which that is not a Trading Day. Notwithstanding For purposes of this Agreement, "TRADING DAY" shall mean any day on which the foregoingPrincipal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, there the Dollar Amount designated by the Company in a Put Notice shall be a closing with respect to, in increments of not less than $100,000 and the Company shall be responsible for delivering, that number of shares of Common Stock not more $5,000,000 subject to the Investor that were sold by requirements set forth in this Agreement. Once the Investors through and including the end of the Trading Day the written cancellation notice Put Notice is received by the InvestorInvestor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of During the Open Period, Put Notices may be delivered no more frequently than once in each period of eleven (11) consecutive Trading Days, such that a Put Notice may not be given during a Purchase Period. The Dollar Amount that the Company undertakes is permitted to notify Investor as request with respect to its reasonable expectations as to each Put Notice depends on the Put Amount it intends to raise during such calendar quarter, if any, through product of the issuance daily trading volume and the average trade price of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall Common Stock on the Principal Market (as defined in no way obligate Section 1(f)), (the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter"VOLUME WEIGHTED AVERAGE PRICE"). The failure Volume Weighted Average Price shall be as reported by Bloomberg Financial Markets ("BLOOMBERG") through its "Volume at Price" function or if not available through Bloomberg because of delisting, then the Company to comply with this provision can be cured by average of the bid prices of any market makers for the Company's notifying Common Stock as reported in the "pink sheets" by the National Quotation Bureau, Inc. The maximum Dollar Amount of the Put Notice will be calculated by multiplying the average of the Volume Weighted Average Price for the thirty (30) Trading Days immediately preceding the Put Notice Date, by (1.5) (the "MAXIMUM PUT AMOUNT"). The amount that the Company is able to draw down can be increased or decreased if mutually agreed upon by both parties in writing. For the ten (10) Trading Days immediately preceding both the Put Notice Date and the applicable Closing Date, as defined in Section 1(h), the Volume Weighted Average Price must be at least $75,000. The price at which the Investor at any time will purchase the Common Stock ("PURCHASE PRICE") will be as to its reasonable expectations with respect to the current calendar quarter.follows:

Appears in 1 contract

Samples: Investment Agreement (Access Power Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice in substantially the same form as Exhibit "C" attached hereto to the Investor which states the Put Dollar Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Dateduring the Purchase Period. The Put Notice shall be in In addition, the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Dollar Amount designated by the Company in the form of a Put Notice shall be as follows: The in increments of not less than $75,000 and not more $5,000,000 subject to a waiver of such minimum and maximum amount that amounts in the Company shall be entitled to Investor's sole discretion. Once the Put to Notice is received by the Investor the Put Notice shall be $100,000 per Putnot be, terminated, withdrawn or otherwise revoked by the Company. During the Open Period, the Company shall not be entitled to submit a Put Notice until after during the previous three (3) Trading Day period following a Closing has been completedDate and a Put Notice may not be given during a Purchase Period. The Company shall not be entitled to issue a Put Notice to Investor for more than the Maximum Put Amount. The average Volume Weighted Average Price for the ten (10) Trading Days immediately preceding both the Put Notice Date and the expiration of a Purchase Period must be at least $50,000, unless the Investor in its sole discretion reduces such amount. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9591% (ninety-five percent) of the average of four the lowest posted three (3) closing bid prices of the Common Stock during the Pricing Purchase Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that The Floor Price shall be stated in each Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the InvestorNotice. In the event that the closing bid price for Shares are trading at or below the Floor Price during the Purchase Period immediately preceding the applicable Pricing Period is less than the Minimum Acceptable PriceClosing Date, the Company may elect Investor, in its sole discretion, by sending written notice shall have the right to decrease the Investor via facsimile, to cancel Dollar Amount set forth in that portion of the Put Notice remaining by a pro rata percentage equal to ten percent (10%) for that number of Trading Days remaining after every day during the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on ten (i10) the Trading Day it Purchase Period that the average trading price as reported by Bloomberg is actually received by facsimile at or otherwise by below the Investors if such notice is received on or prior to 9:00 A.M. New York time, or Floor Price. Within ten (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Booktech Com Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from From time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The Put Notice shall be in In addition, the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that equal to two hundred percent (200%) of the Company shall be entitled to Put average daily volume for the twenty (20) Trading Days prior to the applicable Put Notice Date multiplied by the average of the three closing bid prices immediately preceding the Put Notice Date, but in no event less than fifteen thousand dollars ($15,000). Once the Put Notice is received by the Investor the Put Notice shall not be $100,000 per Putterminated by the Company, except pursuant to this Section 2(b). During the Open Period, the Company shall not be entitled to submit a another Put Notice until after the previous Closing closing has been completedcompleted and there is a minimum of eight (8) Trading Days between Put Notices. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percentsix percent (96%) of the average of four the three (3) lowest posted closing bid prices of the Company's Common Stock during the specified Pricing Period. (ii) If The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percentpercent (75%) of the closing bid prices of the Common Stock Volume Weighted Average Price for the fifteen (15) Trading Days prior to the Day period immediately preceding such Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor). In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretionelect, by sending written notice to the Investor Investors via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the InvestorsInvestor. The written cancellation notice shall be deemed received by the Investors Investor on (i) the Trading Day it is actually received by facsimile facsimile, or otherwise on that day or the immediate next Trading Day as determined by the Investors Investor if such notice is received on or prior to 9:00 A.M. 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the The Company shall still be responsible however, for delivering, delivering that number of shares of Common Stock to the Investor Escrow Agent that were purchased and sold by the Investors Investor through and including the end of the Trading Day the written cancellation notice is deemed received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Ness Energy International Inc /Nv/)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Dollar Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Dateduring the Purchase Period. The Once the Put Notice is received by the Investor the Put Notice shall not be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated terminated, withdrawn or otherwise revoked by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per PutCompany. During the Open Period, the Company shall not be entitled to submit a Put Notice until after during the previous five (5) Trading Day period following a Closing has been completedDate and a Put Notice may not be given during a Purchase Period. The Company shall not be entitled to issue a Put Notice to Investor for less than the Minimum Put Amount nor more than the Maximum Put Amount, however the Minimum Put Amount shall not apply to the first five (5) Put Notice requests. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9585% (ninety-five percent) of the average of the lowest four lowest posted (4) closing bid prices of the Common Stock during the Pricing Purchase Period. Within ten (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Jacobson Resonance Enterprises Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The maximum Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that equal to one hundred seventy-five percent (175%) of the average daily volume (U.S. market only) for the forty (40) Trading Days prior to the applicable Put Notice Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, but in no event more than $1,000,000. Once the Put Notice is received by the Investor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company shall be entitled to Put to the Investor shall be $100,000 per Putexcept as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percentseven percent (97%) of the average of the four (4) lowest posted closing bid prices of the Company's Common Stock during the five (5) Trading Day Pricing Period. (ii) If The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percentpercent (75%) of the closing bid prices Volume Weighted Average Price of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor”). In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretionelect, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the InvestorsInvestor. The written notice shall be deemed received by the Investors Investor on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors Investor if such notice is received on or prior to 9:00 A.M. 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the The Company shall still be responsible however, for delivering, delivering that number of shares of Common Stock to the Investor Escrow Agent that were sold by the Investors Investor through and including the end of the Trading Day the written cancellation notice is deemed received by the Investor. Within ten (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Virtra Systems Inc)

AutoNDA by SimpleDocs

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions satisfaction of the Transaction Documentsconditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is eighteen (18) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8 (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in shares the "DOLLAR AMOUNT") of Common Stock) which Shares that the Company intends to sell to the Investor during the period beginning on a Closing Datethe trading day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). The A Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent) of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors delivered on (ix) the Trading Day it is actually received by facsimile or otherwise by the Investors Investor if such notice is received on or prior to 9:00 A.M. New York 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (iiy) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:00 A.M. New York time 12:00 noon Eastern Time on a Trading Day or at anytime (receipt being documented as described in (x) above). No Put Notice may be deemed delivered, on a day which that is not a Trading Day. Notwithstanding For purposes of this Agreement, "TRADING DAY" shall mean any day on which the foregoingPrincipal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, there the Dollar Amount designated by the Company in a Put Notice shall be a closing with respect to, in increments of not less than $20,000 and the Company shall be responsible for delivering, that number of shares of Common Stock not more $500,000 subject to the Investor that were sold by requirements set forth in this Agreement. Once the Investors through and including the end of the Trading Day the written cancellation notice Put Notice is received by the InvestorInvestor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company. During the Open Period, Put Notices may be delivered no more frequently than once in each period of eleven (iii11) consecutive Trading Days, such that a Put Notice may not be given during a Purchase Period. The "VOLUME WEIGHTED AVERAGE PRICE" shall be as reported by Bloomberg Financial Markets ("BLOOMBERG") through its "Volume at Price" function or if not available through Bloomberg because of delisting, then the average of the bid prices of any market makers for the Company's Common Stock as reported in the "pink sheets" by the National Quotation Bureau, Inc. The maximum Dollar Amount (the "MAXIMUM PUT AMOUNT")of the Put Notice will be equal to 500% of (i) the thirty (30) Trading Day average volume of the Common Stock times (ii) the Volume Weighted Average Price for the thirty (30) Trading Days immediately preceding the Put Notice Date. For the ten (10) Trading Days immediately preceding both the Put Notice Date and the applicable Closing Date, as defined in Section 1(h), the Volume Weighted Average Price must be at least $20,000. The price at which the Investor will purchase the Common Stock ("PURCHASE PRICE") will be 88% of the average of the lowest three closing bid prices during the ten days immediately preceding the "Closing Date", as that term is defined in subsection 1(h); Within Thirteen ten (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Dollar Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Access Power Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares number of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in during the form attached hereto as Exhibit "F" and incorporated herein by referencePricing Period. The Put Amount designated may be a maximum of up to $200,000. Once the Put Notice is received by the Investor, the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company except as set forth in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per Putthis Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9588% (ninety-five percent) of the average of four Market Price. The Market Price shall be equal to the lowest posted bid prices daily VWAP of the Common Stock during the Pricing Period. (ii) If The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% seventy percent (seventy-five percent70%) of the closing bid prices Volume Weighted Average Price of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor“Minimum Acceptable Price”). In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretionelect, by sending written notice to the Investor Investors via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the The Company shall still be responsible however, for delivering, delivering that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is deemed received by the InvestorInvestors. Within ten (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Equity Purchase Agreement (Morgan Mining Corp)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of ------------------------ the Transaction Documents, and from time to time during the Open Period, Period the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Dateduring the Pricing Period. The Put Notice shall be in In addition, the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that equal to one hundred seventy-five percent (175%) of the average daily volume (U.S. market only) for the forty (40) Trading Days prior to the applicable Put Notice Date multiplied by the average of the three (3) daily closing bid prices immediately preceding the Put Date, but in no event more than $1,000,000. Once the Put Notice is received by the Investor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company shall be entitled to Put to the Investor shall be $100,000 per Putexcept as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9594% (ninety-five percent) of the average of four the three (3) lowest posted closing bid prices of the Company's Common Stock during the ten (10) Trading Day Pricing Period. (ii) If The Company shall, in its sole discretion, be entitled to terminate the balance of the current Put Notice, if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percentpercent (75%) of the closing bid prices Volume Weighted Average Price of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor). In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretionelect, by sending written notice to the Investor Investors via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is deemed received by the Investors. The written --------------- notice shall be deemed received by the Investors on (i) the Trading Day it is actually --------------- received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the The Company shall still be responsible however, for delivering, delivering that number of shares of Common Stock to the Investor Escrow Agent that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is deemed ------ received by the InvestorInvestors. ------- Within ten (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (Marketcentral Net Corp)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Transaction Documents, at any time and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states (i) the Put Amount (designated in shares of Common Stock) Shares which the Company intends to sell to the Investor on during the Pricing Period and (ii) a Closing Dateminimum Purchase Price per Share with regard to the related Pricing Period (the "COMPANY DESIGNATED MINIMUM PRICE"). The If the Company fails to designate a Company Designated Minimum Price in a Put Notice Notice, the Company Designated Minimum Price for the related Pricing Period shall be in the form attached hereto as Exhibit "F" and incorporated herein by referenceMinimum Acceptable Price. The Put Amount designated by the Company in the form of a Put Notice shall not exceed three hundred percent (300%) of the average daily trading volume (U.S. market only) of the Common Stock for the ten (10) Trading Days prior to the applicable Put Notice Date multiplied by the average of the three (3) daily closing bid prices of the Common Stock immediately preceding the Put Date, and in no event shall the Put Amount exceed $1,000,000. Once the Put Notice is received by the Investor the Put Notice shall not be as follows: The maximum amount that terminated, withdrawn or otherwise revoked by the Company shall be entitled to Put to the Investor shall be $100,000 per Putexcept as set forth in this Agreement. During the Open Period, the Company shall not be entitled to submit a Put Notice to the Investor until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 9593% (ninety-five percent) of the average of four the five (5) lowest posted closing bid prices of the Common Stock during the Pricing Period. (ii) If Notwithstanding any provision of this Agreement to the contrary, the Company shall, in its sole discretion, be entitled to terminate its obligation to sell Shares to the Investor pursuant to a Put Notice for the balance of the applicable Pricing Period if the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for during such Pricing Period is less than the fifteen greater of (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE"i) the Put Notice will terminate, only at Minimum Acceptable Price and (ii) the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the InvestorCompany Designated Minimum Price. In the event that the closing bid price of the Common Stock for the applicable Pricing Period is less than the greater of the Minimum Acceptable Price and the Company Designated Minimum Price, the Company may elect in its sole discretionelect, by sending written notice to the Investor via facsimile, to cancel that the portion of its obligation to sell Shares to the Put Notice remaining Investor during such Pricing Period for that the number of Trading Days remaining in such Pricing Period after the written cancellation notice is received DEEMED RECEIVED by the InvestorsInvestor. The written notice shall be deemed received DEEMED RECEIVED by the Investors Investor on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. 12:00 noon New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. 12:00 noon New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the The Company shall still be responsible however, for delivering, delivering that number of shares of Common Stock to the Investor Escrow Agent that were sold by the Investors Investor through and including the end of the Trading Day the written cancellation notice is received DEEMED RECEIVED by the InvestorInvestors. Within ten (iii) Within Thirteen (1310) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

Appears in 1 contract

Samples: Investment Agreement (C 3d Digital Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions satisfaction of the Transaction Documentsconditions set forth in this Section 1, at any time and from time to time during the Open Periodperiod beginning on and including the Trading Day (as defined below) immediately following the date on which the initial Registration Statement (as defined in the Registration Rights Agreement) filed pursuant to the Registration Rights Agreement is declared effective (the "EFFECTIVE DATE") by the Securities and Exchange Commission (the "SEC") and ending on the earlier of (i) the date which is eighteen (18) months from the Effective Date, and (ii) termination of this Agreement in accordance with Section 8 (the time period between the Effective Date and the earlier of (i) and (ii) being known as the "OPEN PERIOD"), the Company may, in its sole discretion, deliver a Put Notice written notice to the Investor which states (the "PUT NOTICE"). The Put Amount Notice shall state the dollar amount (designated in shares the "DOLLAR AMOUNT") of Common Stock) which Shares that the Company intends to sell to the Investor during the period beginning on a Closing Datethe trading day immediately following the date which the Investor receives the Put Notice (the "PUT NOTICE DATE") and ending on and including the date which is ten (10) Trading Days after such Put Notice Date (the "PURCHASE PERIOD"). The A Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be $100,000 per Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent) of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretion, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors delivered on (ix) the Trading Day it is actually received by facsimile or otherwise by the Investors Investor if such notice is received on or prior to 9:00 A.M. New York 12:00 noon Eastern Time (receipt being deemed to occur if the Company possess a facsimile confirmation showing completed transmission by such time), or (iiy) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:00 A.M. New York time 12:00 noon Eastern Time on a Trading Day or at anytime (receipt being documented as described in (x) above). No Put Notice may be deemed delivered, on a day which that is not a Trading Day. Notwithstanding For purposes of this Agreement, "TRADING DAY" shall mean any day on which the foregoingPrincipal Market (as defined in Section 1(f)) for the Common Stock is open for trading. In addition, there the Dollar Amount designated by the Company in a Put Notice shall be a closing with respect to, in increments of not less than $100,000 and the Company shall be responsible for delivering, that number of shares of Common Stock not more $5,000,000 subject to the Investor that were sold by requirements set forth in this Agreement. Once the Investors through and including the end of the Trading Day the written cancellation notice Put Notice is received by the InvestorInvestor the Put Notice shall not be terminated, withdrawn or otherwise revoked by the Company. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of During the Open Period, Put Notices may be delivered no more frequently than once in each period of eleven (11) consecutive Trading Days, such that a Put Notice may not be given during a Purchase Period. The Dollar Amount that the Company undertakes is permitted to notify Investor as request with respect to its reasonable expectations as to each Put Notice depends on the Put Amount it intends to raise during such calendar quarter, if any, through product of the issuance daily trading volume and the average trade price of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall Common Stock on the Principal Market (as defined in no way obligate Section 1(f)), (the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter"VOLUME WEIGHTED AVERAGE PRICE"). The failure Volume Weighted Average Price shall be as reported by Bloomberg Financial Markets ("BLOOMBERG") through its "Volume at Price" function or if not available through Bloomberg because of delisting, then the Company to comply with this provision can be cured by average of the bid prices of any market makers for the Company's notifying Common Stock as reported in the "pink sheets" by the National Quotation Bureau, Inc. The maximum Dollar Amount of the Put Notice will be calculated by multiplying the average of the Volume Weighted Average Price for the thirty (30) Trading Days immediately preceding the Put Notice Date, by (1.5) (the "MAXIMUM PUT AMOUNT"). The amount that the Company is able to draw down can be increased or decreased if mutually agreed upon by both parties in writing. For the ten (10) Trading Days immediately preceding both the Put Notice Date and the applicable Closing Date, as defined in Section 1(h), the Volume Weighted Average Price must be at least $75,000. The price at which the Investor at any time will purchase the Common Stock ("PURCHASE PRICE") will be as to its reasonable expectations with respect to the current calendar quarter.follows:

Appears in 1 contract

Samples: Investment Agreement (Access Power Inc)

DELIVERY OF PUT NOTICES. (iI) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit "F" B and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to, at the Company's election, either: (A) 200% of the average daily volume (U.S. market only) of the Common Stock for the 20 Trading Days prior to the applicable Put Notice Date, multiplied by the average of the three daily closing bid prices immediately preceding the Put Date, or (B) $100,000 per 25,000; provided that in no event will the Put Amount be more than $1,000,000 with respect to any single Put. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percent) of the average of four lowest posted closing bid prices price of the Common Stock during the Pricing Period. (iiII) If the any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the any closing bid prices of the Common Stock for the fifteen (15) ten Trading Days prior to the Put Notice Date (the "MINIMUM ACCEPTABLE PRICEMinimum Acceptable Price") ), the Put Notice will terminate, only terminate at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretionelect, by sending written notice to the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarterNotice.

Appears in 1 contract

Samples: Investment Agreement Investment Agreement (Nighthawk Systems Inc)

DELIVERY OF PUT NOTICES. (iI) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common StockU.S. Dollars) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit "F" F and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor (the "Put Amount") shall be equal to an amount up to $100,000 per Put1,000,000. During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 95% (ninety-five percenteight (98%) of the average of four lowest posted closing bid prices price of the Common Stock during the Pricing Period. (iiII) If the any closing bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the any closing bid prices of the Common Stock for the fifteen ten (1510) Trading Days prior to the Put Notice Date (the "MINIMUM ACCEPTABLE PRICEMinimum Acceptable Price") ), the Put Notice will terminate, only terminate at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect in its sole discretionelect, by sending written notice to the Investor via facsimile, to cancel the Put Notice. (C) RESERVED (D) INVESTOR'S OBLIGATION TO PURCHASE SHARES. Subject to the conditions set forth in this Agreement, following the Investor's receipt of a validly delivered Put Notice, the Investor shall be required to purchase from the Company during the related Pricing Period that portion number of Shares having an aggregate Purchase Price equal to the lesser of (i) the Put Amount set forth in the Put Notice, and (ii) 20% of the aggregate trading volume of the Common Stock during the applicable Pricing Period times (x) the average of the lowest closing bid prices of the Company's Common Stock during the specified Pricing Period, but only if said Shares bear no restrictive legend, are not subject to stop transfer instructions, pursuant to Section 2(h), prior to the applicable Closing Date. (E) Reserved (F) CONDITIONS TO INVESTOR'S OBLIGATION TO PURCHASE SHARES. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing (as defined in Section 2(h)) unless each of the following conditions are satisfied: (I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice; (II) at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock; (III) the Company has complied with its obligations and is otherwise not in breach of a material provision of, or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been corrected prior to delivery of the Put Notice remaining for that number Date; (IV) no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of Trading Days remaining after the written cancellation notice is received by Securities; and (V) the Investorsissuance of the Securities will not violate any shareholder approval requirements of the Principal Market. The written notice shall be deemed received by If any of the Investors on events described in clauses (i) through (v) above occurs during a Pricing Period, then the Trading Day it is actually received by facsimile or otherwise by Investor shall have no obligation to purchase the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares Put Amount of Common Stock to set forth in the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investorapplicable Put Notice. (iiiG) Within Thirteen RESERVED (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.H)

Appears in 1 contract

Samples: 3 Investment Agreement (Newave Inc)

DELIVERY OF PUT NOTICES. (i) Subject to the terms and conditions of the Equity Line Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount dollar amount (designated in shares U.S. Dollars) (the “Put Amount”) of Common Stock) Shares which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in Date (the form attached hereto as Exhibit "F" and incorporated herein by reference“Put”). The Put Amount designated by the Company in the form of a Put Notice shall be as follows: The maximum amount that the Company shall be entitled to Put to the Investor shall be not exceed five hundred thousand dollars ($100,000 per Put500,000). During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing Pricing Period for the prior Put has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be purchased for a price equal to 95% the Purchase Price. Within two (ninety-five percent2) days of the average of four lowest posted bid prices of the Common Stock during the Pricing Period. (ii) If the closing bid price during the applicable Pricing Period with respect to that delivering a Put Notice is less than 75% (seventy-five percent) of the closing bid prices of the Common Stock for the fifteen (15) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonable period in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. The number of Shares to be delivered will continue be determined by dividing the Put until Amount specified in the FACSIMILE is received Put Notice by the Suspension Price outlined in that particular Put. In the event the Shares are not sufficient to cover the entire Put, the Company shall immediately deliver more Shares pursuant to a request by the Investor. In the event there is an excess of Shares for that the closing bid price for the applicable Pricing Period is less than the Minimum Acceptable PricePut, the Company may elect in its sole discretion, by sending written notice will be able to deduct that particular amount of excess Shares for the Investor via facsimile, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed received by the Investors on (i) the Trading Day it is actually received by facsimile or otherwise by the Investors if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Investor that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor. (iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarterPut.

Appears in 1 contract

Samples: Investment Agreement (ProPhase Labs, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.