Draw Down Notices Sample Clauses

Draw Down Notices. (a) The Company may, from time to time in its sole discretion, provide to the Investor a Draw Down notice, substantially in the form attached hereto as Exhibit C (the “Draw Down Notice”). Each Draw Down Notice shall (i) be delivered to the Investor not later than 9:30 a.m. (New York time) at least ten (10) Business Days prior to the Closing Date specified in the Draw Down Notice, (ii) specify the Draw Down Amount and (iii) designate the Closing Date. Upon the terms and subject to the conditions of this Agreement, the Investor is obligated to accept each Draw Down Notice prepared and delivered in accordance with the provisions of this Agreement, and to purchase from the Issuer Parties the Securities issuable pursuant to and as set forth in such Draw Down Notice. The date on which the Company delivers any Draw Down Notice in accordance with this Section 2.1 hereinafter shall be referred to as a “Draw Down Exercise Date.” (b) If on the Business Day that is ten (10) Business Days prior to the final Business Day of the Investment Period, this Agreement is in effect and there remains an Unfunded Commitment, then, subject to the conditions set forth herein, the Company shall (unless waived by the Investor in writing) deliver to the Investor a Draw Down Notice in accordance with this Section 2.1 specifying the entire Unfunded Commitment as the Draw Down Amount and designating the final Business Day of the Investment Period as the Closing Date for such Draw Down, and if the Company fails to timely deliver such final Draw Down Notice, then only upon written notice from the Investor to the Company, the Company shall be deemed to have delivered such Draw Down Notice in accordance with this Section 2.1(b). (c) Anything to the contrary in this Agreement notwithstanding, but subject to the Company’s obligation to deliver a final Draw Down Notice pursuant to Section 2.1(b), (i) at no time shall the Investor be required to purchase more than $25,000,000 worth of Securities in respect of any single Draw Down Notice, (ii) at no time shall the Investor be required to purchase less than $5,000,000 worth of Securities in respect of any single Draw Down Notice, (iii) the Draw Down Amount shall be in minimum increments of $100,000 and (iv) the Company shall not deliver any Draw Down Notice within ten (10) Business Days of a Closing Date with respect to another Draw Down Notice. (d) The parties hereto may modify any term that may apply to any Draw Down set forth in this Article II...