Exceptional Reason definition
Exceptional Reason means (i) the occurrence of an extraordinary and major unfavorable change in the condition of the financial markets for which the proximate cause is readily apparent that causes an equity financing of this type in an amount of at least $12,000,000 to be unobtainable by Buyer on Reasonable Terms, or (ii) a Material Adverse Effect occurs (other than pursuant to clause (b) of the definition thereof). For purposes of this definition only, “Reasonable Terms” means an underwritten public offering of Buyer’s common stock at a price not less than 85 percent of the average closing price of Buyer’s common stock during the twenty (20) market trading days prior to the underwriters’ projected offering date with an underwriting commission of not more than 7.0 percent and underwriters’ warrants of not more than two percent of the number of shares of common stock sold in the offering.
Examples of Exceptional Reason in a sentence
Notwithstanding the foregoing, the Termination Payment shall not be due hereunder if, and only if, the Equity Financing contemplated by Section 5.13 failed to close for an Exceptional Reason.