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 exceed, at the Company’s option, the greater of (i) $9,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP 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 election of the Alternative Fixed Amount Requested for each Trading Day during 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 any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).
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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 exceed, at the Company’s option, the greater of (i) $9,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 9,000,000 and (ii) the Alternative Fixed Amount Requested 95.00096.50% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 4.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.00096.50% of the VWAP Equal to or greater than $2.00 and less than $2.50 3.00 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 3,000,000 and (ii) the Alternative Fixed Amount Requested 95.00096.00% of the VWAP Equal to or greater than $1.50 1.00 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 2,000,000 and (ii) the Alternative Fixed Amount Requested 95.00095.20% of the VWAP Equal to or greater than $1.00 0.75 and less than $1.50 1.00 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 1,500,000 and (ii) the Alternative Fixed Amount Requested 95.00094.75% of the VWAP Equal to or greater than $0.60 and less than $0.75 Not to exceed, at the Company’s option, the greater of (i) $1,400,000 and (ii) the Alternative Fixed Amount Requested 94.30% of the VWAP Equal to or greater than $0.54 and less than $0.60 Not to exceed, at the Company’s option, the greater of (i) $1,300,000 and (ii) the Alternative Fixed Amount Requested 94.10% of the VWAP Equal to or greater than $0.48 and less than $0.54 Not to exceed, at the Company’s option, the greater of (i) $1,200,000 and (ii) the Alternative Fixed Amount Requested 93.95% of the VWAP Equal to or greater than $0.42 and less than $0.48 Not to exceed, at the Company’s option, the greater of (i) $1,100,000 and (ii) the Alternative Fixed Amount Requested 93.75% of the VWAP Equal to or greater than $0.36 and less than $0.42 Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested 93.55% of the VWAP Equal to or greater than $0.30 and less than $0.36 Not to exceed, at the Company’s option, the greater of (i) $750,000 and (ii) the Alternative Fixed Amount Requested 93.30% of the VWAP Equal to or greater than $0.26 and less than $0.30 Not to exceed, at the Company’s option, the greater of (i) $700,000 and (ii) the Alternative Fixed Amount Requested 93.10% of the VWAP Equal to or greater than $0.23 and less than $0.26 Not to exceed, at the Company’s option, the greater of (i) $650,000 and (ii) the Alternative Fixed Amount Requested 92.80% of the VWAP Equal to or greater than $0.19 and less than $0.23 Not to exceed, at the Company’s option, the greater of (i) $600,000 and (ii) the Alternative Fixed Amount Requested 92.60% of the VWAP Equal to or greater than $0.15 and less than $0.19 Not to exceed, at the Company’s option, the greater of (i) $500,000 and (ii) the Alternative Fixed Amount Requested 92.40% of the VWAP Equal to or greater than $0.10 and less than $0.15 Not to exceed, at the Company’s option, the greater of (i) $250,000 and (ii) the Alternative Fixed Amount Requested 92.00% of the VWAP 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 election of the Alternative Fixed Amount Requested for each Trading Day during 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 any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section Sections 3.10 and 6.6 of this Agreement).
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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 amount, (ii) subject to clause (iii) hereof, 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”), and (iii) the Company may elect to deliver to the Investor up to two Fixed Request Notices each providing for a specified Fixed Amount Requested of up to $5,000,000 (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement) and a Threshold Price of $1.00, in which case the applicable Discount Price therefor shall be 90.000% of the VWAP (each, a “Fixed Request Option”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 5.00 Not to exceed, at the Company’s option, the greater of (i) $24,000,000 8,500,000 and (ii) the Alternative Fixed Amount Requested 95.00096.500% 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 4.75 and less than $5.00 Not to exceed, at the Company’s option, the greater of (i) $10,800,000 8,000,000 and (ii) the Alternative Fixed Amount Requested 95.00096.500% of the VWAP Equal to or greater than $4.00 4.50 and less than $4.75 Not to exceed, at the Company’s option, the greater of (i) $7,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $4.25 and less than $4.50 Not to exceed, at the Company’s option, the greater of (i) $9,600,000 7,000,000 and (ii) the Alternative Fixed Amount Requested 95.00095.500% of the VWAP Equal to or greater than $3.50 4.00 and less than $4.00 4.25 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 6,500,000 and (ii) the Alternative Fixed Amount Requested 95.00095.500% of the VWAP Equal to or greater than $3.00 3.75 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 4.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.50 and less than $3.75 Not to exceed, at the Company’s option, the greater of (i) $5,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $5,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed, at the Company’s option, the greater of (i) $4,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $4,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.50 and less than $2.75 Not to exceed, at the Company’s option, the greater of (i) $3,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.00 2.25 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 3,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.50 2.00 and less than $2.25 Not to exceed, at the Company’s option, the greater of (i) $2,500,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 2,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.500% of the VWAP Equal to or greater than $1.00 1.50 and less than $1.75 Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 1,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $0.75 and less than $1.25 Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested 93.500% of the VWAP Anything to the contrary in this Agreement notwithstanding, except with respect to a Fixed Request Option, at no time shall the Investor be required to purchase more than: than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or and (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).
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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 6,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed, at the Company’s option, the greater of (i) $5,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $8.00 and less than $10.00 9.00 Not to exceed, at the Company’s option, the greater of (i) $19,200,000 4,500,000 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 4,000,000 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 3,500,000 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 3,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed, at the Company’s option, the greater of (i) $9,600,000 2,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 2,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 2,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.500% of the VWAP Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $2.50 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 1,750,000 and (ii) the Alternative Fixed Amount Requested 95.00093.500% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 1,500,000 and (ii) the Alternative Fixed Amount Requested 95.00093.250% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 1,250,000 and (ii) the Alternative Fixed Amount Requested 95.00093.000% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 1,000,000 and (ii) the Alternative Fixed Amount Requested 95.00093.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than: than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or and (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period)Requested, in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).
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Fixed Requests. From time to time during the Investment Period, the Company may, may in its sole discretion, 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 (provided, however, that solely for purposes of calculating the Discount Price for any Trading Day on which the VWAP is equal to or greater than the Threshold Price (and not for purposes of, among other things, determining the Fixed Amount Requested that may be requested by the Company), the heading “Threshold Price” in the immediately below table shall be replaced with “VWAP”) and share amount parameters as set forth in below or such other parameters mutually agreed upon by the below pricing gridInvestor 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 (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 unless the Company does not elect the Alternative Fixed Amount Requestedparties otherwise mutually agree, the Company may not deliver any single Fixed Request Notice for a specified Fixed Amount Requested in excess of the specific dollar lesser of (a) the amount in the applicable Fixed Amount Requested/Alternative Fixed Amount Requested column below and (b) any amount that would under applicable law, rule or regulation result in any restriction or impairment of the “Maximum Investor’s ability to resell the Shares subject to such Fixed Amount Requested”). Request Notice without restriction: Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 Not to exceed, at exceed $34,000,000 96.75% of the Company’s option, the VWAP Equal to or greater of (i) than $24,000,000 9.00 and (ii) the Alternative Fixed Amount Requested 95.000less than $10.00 Not to exceed $31,000,000 96.50% of the VWAP Equal to or greater than $8.00 and less than $10.00 9.00 Not to exceed, at the Company’s option, the greater of (i) exceed $19,200,000 and (ii) the Alternative Fixed Amount Requested 95.00028,000,000 96.50% 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) exceed $16,800,000 and (ii) the Alternative Fixed Amount Requested 95.00025,000,000 96.25% 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) exceed $14,400,000 and (ii) the Alternative Fixed Amount Requested 95.00022,000,000 96.00% 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) exceed $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 95.00019,000,000 95.50% of the VWAP Equal to or greater than $4.00 and less than $4.50 5.00 Not to exceed, at the Company’s option, the greater of (i) exceed $9,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 and (ii) the Alternative Fixed Amount Requested 95.00016,000,000 95.25% of the VWAP Equal to or greater than $3.00 and less than $3.50 4.00 Not to exceed, at the Company’s option, the greater of (i) exceed $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.00013,000,000 94.75% of the VWAP Equal to or greater than $2.00 and less than $2.50 3.00 Not to exceed, at the Company’s option, the greater of (i) exceed $4,800,000 and (ii) the Alternative Fixed Amount Requested 95.00010,000,000 94.25% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) exceed $3,600,000 and (ii) the Alternative Fixed Amount Requested 95.0007,000,000 94.00% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) exceed $2,400,000 and (ii) the Alternative Fixed Amount Requested 95.0005,000,000 93.50% of the VWAP 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 election of the Alternative Fixed Amount Requested for each Trading Day during 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 any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).VWAP
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Samples: Common Stock Purchase Agreement (Arena Pharmaceuticals Inc)
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 35.00 Not to exceed, at the Company’s option, the greater of (i) $24,000,000 7,000,000 and (ii) the Alternative Fixed Amount Requested 95.00096.000% of the VWAP Equal to or greater than $8.00 30.00 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 exceed, at the Company’s option, the greater of (i) $9,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 35.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.00095.750% of the VWAP Equal to or greater than $2.00 25.00 and less than $2.50 30.00 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 5,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $20.00 and less than $25.00 Not to exceed, at the Company’s option, the greater of (i) $4,000,000 and (ii) the Alternative Fixed Amount Requested 95.250% of the VWAP Equal to or greater than $15.00 and less than $20.00 Not to exceed, at the Company’s option, the greater of (i) $3,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.50 10.50 and less than $2.00 15.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 2,100,000 and (ii) the Alternative Fixed Amount Requested 95.00094.800% of the VWAP Equal to or greater than $1.00 9.50 and less than $1.50 10.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 1,900,000 and (ii) the Alternative Fixed Amount Requested 95.00094.700% of the VWAP Equal to or greater than $8.50 and less than $9.50 Not to exceed, at the Company’s option, the greater of (i) $1,700,000 and (ii) the Alternative Fixed Amount Requested 94.600% of the VWAP Equal to or greater than $7.50 and less than $8.50 Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $6.50 and less than $7.50 Not to exceed, at the Company’s option, the greater of (i) $1,300,000 and (ii) the Alternative Fixed Amount Requested 94.250% of the VWAP Equal to or greater than $5.50 and less than $6.50 Not to exceed, at the Company’s option, the greater of (i) $1,100,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $4.50 and less than $5.50 Not to exceed, at the Company’s option, the greater of (i) $1,000,000 and (ii) the Alternative Fixed Amount Requested 93.500% of the VWAP Equal to or greater than $3.00 and less than $4.50 Not to exceed, at the Company’s option, the greater of (i) $750,000 and (ii) the Alternative Fixed Amount Requested 93.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than: than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or and (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period)Requested, in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).
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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 5.00 Not to exceed, at the Company’s option, the greater of (i) $24,000,000 10,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% 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 4.00 and less than $5.00 Not to exceed, at the Company’s option, the greater of (i) $10,800,000 8,000,000 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 exceed, at the Company’s option, the greater of (i) $9,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 and (ii) the Alternative Fixed Amount Requested 95.00093.70% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 4.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.00093.30% of the VWAP Equal to or greater than $2.00 2.75 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $5,500,000 and (ii) the Alternative Fixed Amount Requested 93.10% of the VWAP Equal to or greater than $2.50 and less than $2.75 Not to exceed, at the Company’s option, the greater of (i) $5,000,000 and (ii) the Alternative Fixed Amount Requested 93.00% of the VWAP Equal to or greater than $2.25 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 4,500,000 and (ii) the Alternative Fixed Amount Requested 95.00092.80% of the VWAP Equal to or greater than $1.50 2.00 and less than $2.25 Not to exceed, at the Company’s option, the greater of (i) $4,000,000 and (ii) the Alternative Fixed Amount Requested 92.70% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 3,500,000 and (ii) the Alternative Fixed Amount Requested 95.00092.50% of the VWAP Equal to or greater than $1.00 1.50 and less than $1.75 Not to exceed, at the Company’s option, the greater of (i) $3,000,000 and (ii) the Alternative Fixed Amount Requested 92.40% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 2,500,000 and (ii) the Alternative Fixed Amount Requested 95.00092.20% of the VWAP Equal to or greater than $1.00 and less than $1.25 Not to exceed, at the Company’s option, the greater of (i) $2,000,000 and (ii) the Alternative Fixed Amount Requested 92.10% of the VWAP Equal to or greater than $0.75 and less than $1.00 Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested 92.00% of the VWAP 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 election of the Alternative Fixed Amount Requested for each Trading Day during 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 any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section Sections 3.10 and 6.6 of this Agreement).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Kv Pharmaceutical Co /De/)
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 8.00 Not to exceed, at the Company’s option, the greater of (i) $24,000,000 4,000,000 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 95.00095.80% 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 3,500,000 and (ii) the Alternative Fixed Amount Requested 95.00095.60% 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 3,000,000 and (ii) the Alternative Fixed Amount Requested 95.00095.40% 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 2,500,000 and (ii) the Alternative Fixed Amount Requested 95.00095.20% of the VWAP Equal to or greater than $4.50 4.00 and less than $5.00 Not to exceed, at the Company’s option, the greater of (i) $10,800,000 2,000,000 and (ii) the Alternative Fixed Amount Requested 95.00095.00% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed, at the Company’s option, the greater of (i) $9,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $3.50 3.00 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 1,500,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 1,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 and (ii) the Alternative Fixed Amount Requested 95.00093.000% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 750,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 and (ii) the Alternative Fixed Amount Requested 95.00093.000% of the VWAP 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 election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or (ii) than the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period), in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).
Appears in 1 contract
Samples: Common Stock Purchase Agreement (ARYx Therapeutics, Inc.)
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 amount, (ii) subject to clause (iii) hereof, 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”), and (iii) with respect to the first Fixed Request only, the Company may elect to deliver to the Investor a single Fixed Request Notice providing for a specified Fixed Account Requested of up to $12,500,000 (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement) and a Threshold Price of $2.00, in which case the applicable Discount Price therefor shall be 90.000% of the VWAP (the “First Fixed Request Option”). Threshold Price Fixed Amount Requested Discount Price Equal to or greater than $10.00 5.00 Not to exceed, at the Company’s option, the greater of (i) $24,000,000 8,500,000 and (ii) the Alternative Fixed Amount Requested 95.00096.500% 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 4.75 and less than $5.00 Not to exceed, at the Company’s option, the greater of (i) $10,800,000 8,000,000 and (ii) the Alternative Fixed Amount Requested 95.00096.500% of the VWAP Equal to or greater than $4.00 4.50 and less than $4.75 Not to exceed, at the Company’s option, the greater of (i) $7,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $4.25 and less than $4.50 Not to exceed, at the Company’s option, the greater of (i) $9,600,000 7,000,000 and (ii) the Alternative Fixed Amount Requested 95.00095.500% of the VWAP Equal to or greater than $3.50 4.00 and less than $4.00 4.25 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 6,500,000 and (ii) the Alternative Fixed Amount Requested 95.00095.500% of the VWAP Equal to or greater than $3.00 3.75 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.50 and less than $3.00 4.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.50 and less than $3.75 Not to exceed, at the Company’s option, the greater of (i) $5,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.25 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $5,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $3.00 and less than $3.25 Not to exceed, at the Company’s option, the greater of (i) $4,500,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.75 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $4,000,000 and (ii) the Alternative Fixed Amount Requested 95.500% of the VWAP Equal to or greater than $2.50 and less than $2.75 Not to exceed, at the Company’s option, the greater of (i) $3,500,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.00 2.25 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 3,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.500% of the VWAP Equal to or greater than $1.50 2.00 and less than $2.25 Not to exceed, at the Company’s option, the greater of (i) $2,500,000 and (ii) the Alternative Fixed Amount Requested 94.500% of the VWAP Equal to or greater than $1.75 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 2,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.500% of the VWAP Equal to or greater than $1.00 1.50 and less than $1.75 Not to exceed, at the Company’s option, the greater of (i) $1,500,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $1.25 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 1,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.500% of the VWAP Anything to the contrary in this Agreement notwithstanding, except with respect to the First Fixed Request Option, at no time shall the Investor be required to purchase more than: than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or and (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period)Requested, in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).
Appears in 1 contract
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/Alternative 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 2,200,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $9.00 and less than $10.00 Not to exceed, at the Company’s option, the greater of (i) $2,000,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $8.00 and less than $10.00 9.00 Not to exceed, at the Company’s option, the greater of (i) $19,200,000 1,800,000 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 1,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $6.00 6.50 and less than $7.00 Not to exceed, at the Company’s option, the greater of (i) $14,400,000 1,400,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $5.00 6.00 and less than $6.50 Not to exceed, at the Company’s option, the greater of (i) $1,300,000 and (ii) the Alternative Fixed Amount Requested 94.000% of the VWAP Equal to or greater than $5.50 and less than $6.00 Not to exceed, at the Company’s option, the greater of (i) $12,000,000 1,200,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $5.00 and less than $5.50 Not to exceed, at the Company’s option, the greater of (i) $1,100,000 and (ii) the Alternative Fixed Amount Requested 94.000% 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 1,000,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $4.00 and less than $4.50 Not to exceed, at the Company’s option, the greater of (i) $9,600,000 900,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $3.50 and less than $4.00 Not to exceed, at the Company’s option, the greater of (i) $8,400,000 800,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $3.00 and less than $3.50 Not to exceed, at the Company’s option, the greater of (i) $7,200,000 700,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Equal to or greater than $2.50 2.00 and less than $3.00 Not to exceed, at the Company’s option, the greater of (i) $6,000,000 600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $2.00 and less than $2.50 Not to exceed, at the Company’s option, the greater of (i) $4,800,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.50 and less than $2.00 Not to exceed, at the Company’s option, the greater of (i) $3,600,000 and (ii) the Alternative Fixed Amount Requested 95.000% of the VWAP Equal to or greater than $1.00 and less than $1.50 Not to exceed, at the Company’s option, the greater of (i) $2,400,000 and (ii) the Alternative Fixed Amount Requested 95.00094.000% of the VWAP Anything to the contrary in this Agreement notwithstanding, at no time shall the Investor be required to purchase more than: than the greater of (i) the Alternative Fixed Amount Requested (assuming for this purpose the election of the Alternative Fixed Amount Requested for each Trading Day during the applicable Pricing Period) or and (ii) the Maximum Fixed Amount Requested (assuming for this purpose the Company does not elect the Alternative Fixed Amount Requested for any Trading Day during the applicable Pricing Period)Requested, in each case in respect of any Pricing Period (subject in all cases to the provisions of Section 3.10 and 6.6 of this Agreement).
Appears in 1 contract
