VWAP Purchase definition
Examples of VWAP Purchase in a sentence
In consideration of and in express reliance upon the representations, warranties and covenants contained in, and upon the terms and subject to the conditions of, this Agreement, during the Investment Period, the Company, at its sole option and discretion, may issue and sell to the Investor, and, if the Company elects to so issue and sell, the Investor shall purchase from the Company, the Shares in respect of each VWAP Purchase properly effected by the Company pursuant to this Agreement.
The number of shares of Common Stock so reserved for the purpose of effecting VWAP Purchases under this Agreement may be increased from time to time by the Company from and after the Commencement Date, and such number of reserved shares may be reduced from and after the Commencement Date only by the number of Shares actually issued, sold and delivered to the Investor pursuant to any VWAP Purchase effected from and after the Commencement Date pursuant to this Agreement.
As of the Commencement Date and, with respect to a VWAP Purchase, as of the applicable VWAP Purchase Exercise Date and as of the applicable Purchase Condition Satisfaction Time for such VWAP Purchase, the Investor shall be permitted to utilize the Prospectus to resell all of the Securities it then beneficially owns and/or is irrevocably obligated to purchase pursuant to the all VWAP Purchase Notices properly delivered by the Company to the Investor pursuant to this Agreement.
The Company shall not deliver any VWAP Purchase Notice to the Investor during the continuation of any of the foregoing events.
The Company shall have delivered to the Investor, at or prior to the Commencement, and, in the case of a VWAP Purchase, at or prior to the applicable Purchase Condition Satisfaction Time for such VWAP Purchase, the Compliance Certificate substantially in the form attached hereto as Exhibit D.
With respect to a VWAP Purchase, as of the applicable VWAP Purchase Exercise Date and at the applicable Purchase Condition Satisfaction Time for such VWAP Purchase: (i) the Shares issuable pursuant to the applicable VWAP Purchase Notice for such VWAP Purchase shall have been duly authorized by all necessary corporate action of the Company; and (ii) the Company shall have delivered all Shares relating to all prior VWAP Purchase Notices to the Investor or its designee(s) as DWAC Shares.
The requirement to provide the deliverables referenced in clauses (x), (y) and (z) under this Section 6.3(l) shall be waived for any Representation Date referred to in clause (iv) above with respect to a fiscal quarter during which no Shares were sold hereunder, which waiver shall continue until the next VWAP Purchase Exercise Date and the next occurring Representation Date.
The delivery of Shares in respect of each VWAP Purchase, and the payment for such Shares, as applicable, shall occur in accordance with Section 2.3.
The Investor is obligated to accept each VWAP Purchase Notice prepared and timely delivered by the Company in accordance with the terms of and subject to the satisfaction or, where legally permissible, the waiver of the conditions contained in this Agreement in accordance with the terms of this Agreement.
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 the Commencement and, with respect to a VWAP Purchase, at or prior to the applicable Purchase Condition Satisfaction Time for such VWAP Purchase.