Fixed Requests Sample Clauses

Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 Not to exceed $7,750,000 95.950% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed $7,000,000 95.850% of the VWAP Equal to or greater than $8.00 and less than $9.00 Not to exceed $6,250,000 95.750% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed $5,500,000 95.375% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed $4,750,000 95.125% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed $4,000,000 94.750% of the VWAP Equal to or greater than $4.00 and less than $5.00 Not to exceed $3,250,000 94.500% of the VWAP Equal to or greater than $3.00 and less than $4.00 Not to exceed $2,500,000 94.250% of the VWAP Equal to or greater than $2.00 and less than $3.00 Not to exceed $1,750,000 93.750% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $7,750,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Sample 1See All (45)
AutoNDA by SimpleDocs
Fixed Requests. From time to time during the Investment Period, the Company may, in its sole discretion, deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth in the below pricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) if the Company does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the specific dollar amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below (the “Maximum Fixed Amount Requested”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 Not to exceed, at the Company’s option, the greater of (i) $24,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $8.00 and less than $10.00 Not to exceed, at the Company’s option, the greater of (i) $19,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $7.00 and less than $8.00 Not to exceed, at the Company’s option, the greater of (i) $16,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $6.00 and less than $7.00 Not to exceed, at the Company’s option, the greater of (i) $14,400,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $5.00 and less than $6.00 Not to exceed, at the Company’s option, the greater of (i) $12,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $4.50 and less than $5.00 Not to exceed, at the Company’s option, the greater of (i) $10,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to ex...
Sample 1See All (10)
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price shall be reduced by the per share dividend amount and (ii) the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of the lesser of (a) the amount in the applicable Fixed Amount Requested column below and (b) 2.5% of the Market Capitalization:
Sample 1Sample 2
Fixed Requests. If from time to time during the Investment Period, the Company, in its sole discretion, delivers to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested in accordance with the provisions of this Agreement, the Investor is obligated to accept such Fixed Request Notice and shall purchase from the Company the Shares subject to such Fixed Request Notice at the applicable Discount Price on the applicable Settlement Dates. The date on which the Company delivers any Fixed Request Notice in accordance with this Section 3.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”. Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than: (i) the Alternative Fixed Amount Requested (assuming for this purpose the Company elects the Alternative Fixed Amount Requested for the applicable Pricing Period) or (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Sections 3.10 and 6.6 of this Agreement).
Sample 1
Fixed Requests. 3 Section 2.3 Share Calculation...................................... 4 Section 2.4
Sample 1
Fixed Requests. If from time to time during the Investment Period, the Company, in its sole discretion, delivers to the Investor a Fixed Request Notice for a specified Fixed Amount Requested (up to the Maximum Fixed Amount Requested) or for the Alternative Fixed Amount Requested, the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth in the below pricing grid, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the applicable daily Discount Price; provided, however, that (i) if an ex-dividend date is established by the Trading Market in respect of the Common Stock on or between the first Trading Day of the applicable Pricing Period and the applicable Settlement Date, the Discount Price for each Trading Day of the applicable Pricing Period on or after such ex-dividend date shall be reduced by the per share dividend amount and (ii) if the Company does not elect the Alternative Fixed Amount Requested, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the specific dollar amount in the applicable Amount Requested column below (the “Maximum Fixed Amount Requested”).
Sample 1
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested in accordance with the following price and shares amount parameters: Threshold Price Fixed Amount Requested Equal to or greater than $10.00 and less than $20.00 Not to exceed $10,000,000 Equal to or greater than $20.00 Not to exceed $15,000,000 , and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice; provided, however, that the Company may not deliver any single Fixed Request Notice for a Fixed Amount Requested in excess of 2.5% of the Market Capitalization. Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than $15,000,000 worth of Common Stock in respect of any Pricing Period (not including Common Stock subject to any Optional Amount). The date on which the Company delivers any Fixed Request Notice in accordance with this Section 2.2 hereinafter shall be referred to as a “Fixed Request Exercise Date”.
Sample 1
AutoNDA by SimpleDocs
Fixed Requests. 3 Section 2.3 Share Calculation.......................................................................................... 4 Section 2.4 Limitation of Fixed Requests........................................................................ 5 Section 2.5 Reduction of Commitment............................................................................ 5 Section 2.6 Below Threshold Price.................................................................................. 5 Section 2.7 Settlement...................................................................................................... 6 Section 2.8 Reduction of Pricing Period.......................................................................... 6 Section 2.9 Optional Amount........................................................................................... 7 Section 2.10 Calculation of Optional Amount Shares........................................................ 7 Section 2.11 Exercise of Optional Amount........................................................................ 8 Section 2.12 Exchange Cap................................................................................................ 8 Section 2.13 Trading Market Regulation........................................................................... 9 Section 2.14 Blackout Periods........................................................................................... 9 Article III REPRESENTATIONS AND WARRANTIES OF THE INVESTOR...................... 10 Section 3.1 Organization and Standing of the Investor.................................................... 10 Section 3.2 Authorization and Power............................................................................... 10 Section 3.3 No Conflicts.................................................................................................. 11 Section 3.4 Information.................................................................................................... 11 Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY...................... 11 Section 4.1 Organization, Good Standing and Power...................................................... 12 Section 4.2 Authorization, Enforcement.......................................................................... 12 Section 4.3 Capitalization................................................................................................. 12 Section 4.4 Issuance of Shares.......................................................
Sample 1
Fixed Requests. From time to time during the Investment Period, the Company may in its sole discretion deliver to the Investor a Fixed Request Notice for a specified Fixed Amount Requested, and the applicable discount price (the “Discount Price”) shall be determined, in accordance with the price and share amount parameters as set forth below or such other parameters mutually agreed upon by the Investor and the Company, and upon the terms and subject to the conditions of this Agreement, the Investor shall purchase from the Company the Shares subject to such Fixed Request Notice at the Discount Price; provided, however, that
Sample 1

Related to Fixed Requests

  • Advance Requests Borrower may request that Lender make an Advance by delivering to Lender an Advance Request therefor and Lender shall be entitled to rely on all the information provided by Borrower to Lender on or with the Advance Request. The Lender may honor Advance Requests, instructions or repayments given by the Borrower (if an individual) or by any Authorized Person.

  • Disbursement Requests Except as expressly provided in the Credit Agreement, Administrative Agent must receive Disbursement Requests in writing. Disbursement Requests will only be accepted from the applicable Authorized Representatives designated in the Disbursement Instruction Agreement. Disbursement Requests will be processed subject to satisfactory completion of Administrative Agent’s customer verification procedures. Administrative Agent is only responsible for making a good faith effort to execute each Disbursement Request and may use agents of its choice to execute Disbursement Requests. Funds disbursed pursuant to a Disbursement Request may be transmitted directly to the Receiving Bank, or indirectly to the Receiving Bank through another bank, government agency, or other third party that Administrative Agent considers to be reasonable. Administrative Agent will, in its sole discretion, determine the funds transfer system and the means by which each Disbursement will be made. Administrative Agent may delay or refuse to accept a Disbursement Request if the Disbursement would: (i) violate the terms of this Agreement; (ii) require use of a bank unacceptable to Administrative Agent or Lenders or prohibited by government authority; (iii) cause Administrative Agent or Lenders to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Administrative Agent or Lenders to violate any applicable law or regulation.

  • Determinations to Honor Drawing Requests In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, the Issuing Lender shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit.

  • Content of Borrowing Requests Each telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

  • Service Requests Any requests by a Party to the other Party regarding the Services or any modification or alteration to the provision of the Services must be made by an Authorized Representative (it being understood that the receiving Party will not be obligated to agree to any modification or alteration requested thereby). Notwithstanding anything to the contrary hereunder, each Party may avail itself of the remedies set forth in Section 6.4 without fulfilling the notice requirements of this Section 2.3.

  • Borrowing Requests Whenever the Borrower desires to make a ------------------ Borrowing hereunder, it shall give Advance Notice in the form of a Borrowing Request, specifying, subject to the provisions hereof, (i) the aggregate principal amount of the Loans to be made pursuant to such Borrowing, (ii) the date of Borrowing (which shall be a Business Day), (iii) whether the Loans being made pursuant to such Borrowing are to be ABR Loans or Eurodollar Loans, and (iv) in the case of Eurodollar Loans, the Interest Period to be applicable thereto.

  • Payment Requests Review applications for payment with Contractor for compliance with the established procedure for their submission and forward with recommendations to Engineer, noting particularly the relationship of the payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work.

  • Determination to Honor Drawing Request In determining whether to honor any request for drawing under any Letter of Credit by the beneficiary thereof, Agent shall be responsible only to determine that the documents and certificates required to be delivered under such Letter of Credit have been delivered and that they comply on their face with the requirements of such Letter of Credit and that any other drawing condition appearing on the face of such Letter of Credit has been satisfied in the manner so set forth.

  • Leave Requests All requests for leaves of absence must be in writing.

  • ERISA Notices and Requests Furnish Agent with immediate written notice in the event that (i) any Borrower or any member of the Controlled Group knows or has reason to know that a Termination Event has occurred, together with a written statement describing such Termination Event and the action, if any, which such Borrower or any member of the Controlled Group has taken, is taking, or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or PBGC with respect thereto, (ii) any Borrower or any member of the Controlled Group knows or has reason to know that a prohibited transaction (as defined in Sections 406 of ERISA and 4975 of the Code) has occurred together with a written statement describing such transaction and the action which such Borrower or any member of the Controlled Group has taken, is taking or proposes to take with respect thereto, (iii) a funding waiver request has been filed with respect to any Plan together with all communications received by any Borrower or any member of the Controlled Group with respect to such request, (iv) any increase in the benefits of any existing Plan or the establishment of any new Plan or the commencement of contributions to any Plan to which any Borrower or any member of the Controlled Group was not previously contributing shall occur, (v) any Borrower or any member of the Controlled Group shall receive from the PBGC a notice of intention to terminate a Plan or to have a trustee appointed to administer a Plan, together with copies of each such notice, (vi) any Borrower or any member of the Controlled Group shall receive any favorable or unfavorable determination letter from the Internal Revenue Service regarding the qualification of a Plan under Section 401(a) of the Code, together with copies of each such letter; (vii) any Borrower or any member of the Controlled Group shall receive a notice regarding the imposition of withdrawal liability, together with copies of each such notice; (viii) any Borrower or any member of the Controlled Group shall fail to make a required installment or any other required payment under Section 412 of the Code on or before the due date for such installment or payment; (ix) any Borrower or any member of the Controlled Group knows that (a) a Multiemployer Plan has been terminated, (b) the administrator or plan sponsor of a Multiemployer Plan intends to terminate a Multiemployer Plan, or (c) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate a Multiemployer Plan.

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