ON PURCHASES Clause Samples

ON PURCHASES. Notwithstanding anything herein to the contrary: ​ (a) The Company shall not issue any Commitment Shares upon a Purchase Election or otherwise pursuant to the terms of this Agreement, if the issuance of such shares of Common Stock and any shares of Common Stock issued pursuant to the Warrants would exceed the maximum number of shares of Common Stock which the Company may issue pursuant to the terms of this Agreement or upon exercise of the Warrants or otherwise pursuant to the terms of the Warrants without stockholder approval under the stockholder approval rules of Nasdaq (as defined below), including, without limitation, rules related to the aggregate of offerings under Nasdaq Listing Rules 5635(a) and 5635(d), unless the requisite stockholder approval has been obtained (“Nasdaq Stockholder Approval”) ; provided, that if the number of shares of Common Stock that may be issued under this Agreement and the Warrants would require Nasdaq Stockholder Approval and such Nasdaq Stockholder Approval has not been obtained (a “Reduction Event”), the number of shares of Common Stock that may be purchased by the Holders under this Agreement and the Warrants until such time that Nasdaq Stockholder Approval is obtained shall be reduced such that the number of shares of Common Stock issuable pursuant to the terms of this Agreement and upon exercise of the Warrants shall not exceed an aggregate of 3,729,622 shares of Common Stock (such number of shares, the “Stockholder Approval Threshold”). In the event of a Reduction Event, until such time that Nasdaq Stockholder Approval is obtained, the number of shares of Common Stock issuable pursuant to the terms of this Agreement and upon exercise of the Warrants shall be reduced in the following manner: (i) first, the number of shares of Common Stock issuable under this Agreement shall be reduced until the aggregate number of shares of Common Stock issuable under this Agreement and the Warrants equals the Stockholder Approval Threshold; and (ii) second, if the aggregate number of shares of Common Stock issuable under the Warrants exceeds the Stockholder Approval Threshold after giving effect to such reduction in clause (i), then the number of shares of Common Stock issuable upon exercise of the Warrants shall be reduced in accordance with the terms of the Warrants. (b) The Company shall not issue any Commitment Shares upon a Purchase Election or otherwise pursuant to the terms of this Agreement, and any Purchase Election shall b...

ON PURCHASES on or before the settlement day for the purchase, debit the Cash Account of the Fund with the settlement monies and credit a separate account in the name of the Fund. At the same time Chase will post the Securities Account of the Fund with the expected Financial Assets with a note to the effect that Chase is awaiting receipt, pending actual receipt of such Financial Assets. The Fund shall not be entitled to the delivery of Financial Assets which are awaiting receipt until they have actually been received by Chase or a Eligible Foreign Custodian. (ii) Chase may (in its absolute discretion) reverse any debit or credit made pursuant to paragraph (i) and the Fund shall be responsible for any direct or indirect costs or liabilities resulting from such reversal in the absence of negligence, willful default, bad faith or fraud on the part of Chase, its Eligible Foreign Custodians (as described in Clause 6H(i)(b) hereof) or their respective officers, employees or agents. The Fund acknowledges that the procedures described in this sub-clause are of an administrative nature and do not amount to an agreement by Chase to make loans and/or Financial Assets available to the Fund.