Draw Down Exercise Date definition
Draw Down Exercise Date shall have the meaning assigned to such term in Section 6.01(h) hereof.
Draw Down Exercise Date. The Draw Down Notice shall specify the Draw Down Amount Requested, set the Threshold Price for such Draw Down and designate the first Trading Day of the Draw Down Pricing Period that the Company wishes to grant to the Purchaser during the Draw Down Pricing Period.
Draw Down Exercise Date shall have the meaning assigned to such term in Section 3.1 hereof.
Examples of Draw Down Exercise Date in a sentence
The obligation hereunder of the Purchaser to accept a Draw Down and to acquire and pay for the Shares is subject to the satisfaction or waiver, at or before each Draw Down Exercise Date and each Settlement Date, of each of the conditions set forth below.
Subject to Section 4.7 hereof, the Draw Down Amount Requested shall not exceed four hundred percent (400%) (the “Draw Down Limit”) of the average daily trading volume for the ten (10) Trading Days immediately preceding the Draw Down Exercise Date.
Except for representations and warranties that are expressly made as of a particular date and with respect to any changes in the ability of the Company to make such representations and warranties as a result of Permitted Acquistion, the representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects as of the date when made and as of each Draw Down Exercise Date and each Settlement Date as though made at that time.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to each Draw Down Exercise Date and each Settlement Date and shall have delivered the Compliance Certificate substantially in the form attached hereto as Exhibit E.
Except for representations and warranties that are expressly made as of a particular date and with respect to any changes in the ability of the Company to make such representations and warranties as a result of Permitted Acquistion, each of the representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Draw Down Exercise Date, as though made at that time, including, without limitation, under Section 3.1(h) hereof.
More Definitions of Draw Down Exercise Date
Draw Down Exercise Date means the date of issuance of a Draw Down Notice by the Company.
Draw Down Exercise Date. The Draw Down Notice shall specify the Draw Down Amount Requested (which shall not exceed the Maximum Draw Down Amount Requested), establish the Floor Price for such Draw Down and designate the first and last Trading Day of the Pricing Period. 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 shall purchase from the Company the Shares subject to such Draw Down Notice at the applicable Discount Price on the applicable Settlement Date. Anything to the contrary in this Agreement notwithstanding, the parties hereto acknowledge and agree that the Investor shall not be required to purchase, and shall not purchase, more than the Maximum Draw Down Amount Requested pursuant to any single Draw Down Notice.
Draw Down Exercise Date means the date on which the Investor receives any Draw Down Notice in accordance with this Section 3.1; provided, however, that if the Investor receives the Draw Down Notice later than 9:30 a.m. (New York City time) on a Trading Day, then the Draw Down Exercise Date shall not be the Trading Day on which the Investor receives such Draw Down Notice, but rather shall be the immediately following Trading Day (unless a subsequent Trading Day is therein specified as the Draw Down Exercise 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 shall purchase from the Company the Shares subject to such Draw Down Notice at the applicable Purchase Price in accordance with Section 3.2 hereof. Anything to the contrary in this Agreement notwithstanding, the parties hereto acknowledge and agree that the Investor shall not be required to purchase, and shall not purchase, more than the Maximum Draw Down Amount Requested pursuant to any single Draw Down Notice.
Draw Down Exercise Date. Anything to the contrary in this Agreement notwithstanding, the parties hereto acknowledge and agree that the Investor shall not be required to purchase, and shall not purchase, more than (i) the Maximum Fixed Draw Down Amount Requested pursuant to any single Fixed Draw Down Notice and (ii) the Maximum Regular Draw Down Amount Requested pursuant to any single Regular Draw Down Notice.
Draw Down Exercise Date. The Draw Down Notice shall specify the Draw Down Amount Requested (which shall not exceed the Maximum Draw Down Amount Requested), the applicable Floor Price for such Draw Down and the first and last Trading Day of the Pricing Period. Upon the terms and subject to the conditions of this Agreement, each of the Investors is obligated to accept each Draw Down Notice prepared and delivered in accordance with the provisions of this Agreement and shall purchase, severally and not jointly, from the Company such Investor’s Pro Rata Amount of the Shares subject to such Draw Down Notice at the applicable Purchase Price on the applicable Settlement Date. Anything to the contrary in this Agreement notwithstanding, the parties hereto acknowledge and agree that (i) none of the Investors shall be required to purchase, and none of the Investors shall purchase, more than such Investor’s Pro Rata Amount of the Shares subject to any single Draw Down Notice and (ii) the Company shall not effect any Draw Down under this Agreement if, on the applicable Draw Down Exercise Date, the applicable Floor Price is less than $0.03875.
Draw Down Exercise Date shall have the meaning assigned to such term in Section 6.1(b) hereof. (d) "Draw Down Pricing Period" shall mean a period of twenty-two (22) consecutive Trading Days beginning on the date specified in the Draw Down Notice. (e) "Effective Date" shall mean the date the Registration Statement of the Company covering the Shares being subscribed for hereby is declared effective. (f) "Investment Amount" shall have the meaning assigned to such term in Section 6.1(e) hereof. (g) "Material Adverse Effect" shall mean any adverse effect on the business, operations, properties or financial condition of the Company that is material and adverse to the Company and its subsidiaries and affiliates, taken as a whole and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its material obligations under this Agreement or the Registration Rights Agreement or to perform its obligations under any other material agreement. (h) "Principal Market" shall mean initially the OTC Bulletin Board, and shall include the American Stock Exchange, the Nasdaq National Market, the Nasdaq SmallCap Market or the New York Stock Exchange if the Company's shares of Common Stock hereafter are listed and trades on such market or exchange. (i) "Registration Statement" shall mean the registration statement under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission for the registration of the Shares pursuant to the Registration Rights Agreement attached hereto as Exhibit A. (j) "SEC Documents" shall mean the Company's latest Form 10-K as of the time in question, all Forms 10-Q and 8-K filed thereafter, and the Proxy Statement for its latest fiscal year as of the time in question until such time as the Company no longer has an obligation to maintain the effectiveness of a Registration Statement as set forth in the Registration Rights Agreement. (k) "Shares" shall mean, collectively, the shares of Common Stock of the Company being subscribed for hereunder and those shares of Common Stock issuable to the Purchaser upon exercise of the Warrants. (l) "Threshold Price" is the lowest Average Daily Price at which the Company will sell its Common Stock with respect to this Agreement. (m) "Trading Day" shall mean any day on which the Principal Market is open for business. (n) "VWAP" shall mean the daily volume weighted average price of the Company's Common Stock on the OTC Bu...
Draw Down Exercise Date. The Draw Down Notice shall specify the Draw Down Amount Requested (which shall not exceed the Maximum Draw Down Amount Requested), the applicable Floor Price for such Draw Down and the first and last Trading Day of the Pricing Period. Upon the terms and subject to the conditions of this Agreement, each of the Investors is obligated to accept each Draw Down Notice prepared and delivered in accordance with the provisions of this Agreement and shall purchase, severally and not jointly, from the Company such Investor’s Pro Rata Amount of the Shares subject to such Draw Down Notice at the applicable Purchase Price on the applicable Settlement Date. Anything to the contrary in this Agreement notwithstanding, the parties hereto acknowledge and agree that (i) none of the Investors shall be required to purchase, and none of the Investors shall purchase, more than such Investor’s Pro Rata Amount of the Shares subject to any single Draw Down Notice and (ii) the Company shall not effect any Draw Down under this Agreement if, on the applicable Draw Down Exercise Date, the applicable Floor Price is less than $0.03875.