Drawn Down Terms Clause Samples
Drawn Down Terms. Subject to the satisfaction of the conditions set forth in this Agreement, the parties agree as follows:
(a) The Company, may, in its sole discretion, issue and exercise a draw down of up to $4,000,000 (a "Draw Down") during each Draw Down Pricing Period, which Draw Down the Purchaser will be obligated to accept. Prior to issuing any Draw Down request, the Company shall have at least $4,000,000 registered under the Registration Statement.
(b) The number of Shares to be issued in connection with each Draw Down shall be equal to the sum of the quotients (for each trading day of the Draw Down Pricing Period for which the VWAP equals or exceeds the Threshold Price) of (x) 1/18th of the Draw Down Amount divided by (y) the applicable Draw Down Discount Price.
(c) Only one Draw Down shall be allowed in each Draw Down Pricing Period.
(d) The number of Shares purchased by the Purchaser with respect to each Draw Down shall be determined on a daily basis during each Draw Down Pricing Period and settled on a monthly basis (the "Settlement Date").
(e) There shall be a minimum of five (5) trading days between Draw Downs.
(f) There shall be a maximum of twelve (12) monthly Draw Downs during the term of this Agreement.
(g) At the end of each Draw Down Pricing Period, the Purchaser's total Draw Down commitment shall be reduced by $4,000,000 regardless of the Draw Down Amount requested by the Company.
(h) Each Draw Down will expire on the last trading day of each Draw Down Pricing Period.
(i) If the VWAP on a given trading day is less than the Threshold Price, then the total amount of the Draw Down will be reduced by 1/18th and no Shares will be purchased or sold with respect to such trading day. Notwithstanding anything in the foregoing to the contrary, if the VWAP on a given trading day is less than the Threshold Price, the Purchaser may elect in its sole discretion to purchase Shares at the Threshold Price and shall take into account a discount of 92% of the VWAP. At no time shall the Threshold Price be set below $10.00 unless agreed upon by the Company and the Purchaser. If trading in the Company's Common Stock is suspended for any reason for more than three (3) hours in any trading day, at the Purchaser's option, the price of the Common Stock shall be deemed to be below the Threshold Price for that trading day.
(j) The Company must inform the Purchaser via facsimile transmission as to the Draw Down Amount the Company wishes to exercise before commencement of trading on...