Common use of Draw Downs Clause in Contracts

Draw Downs. Upon the terms and subject to the conditions set forth herein, on any business day during the Commitment Period, the Company, subject to Board of Directors approval, may exercise a Draw Down by the delivery of a Draw Down Notice, executed by the Chief Executive Officer of the Company, to the Investor. Each Draw Down will be settled on the applicable Settlement Date following the Draw Down Date. The amount of any Draw Down shall be allocated pro rata between the Draw Down Amounts set forth herein and the corresponding amounts to be drawn down pursuant to that certain Equity Option Agreement by and between the Company and Perseus ENRG Investment, L.L.C. ("Perseus"), dated as of the date hereof, a copy which is attached hereto as Exhibit A (the "Perseus Equity Option"), provided, however, that the minimum aggregate amount of each Draw Down under this Agreement and the draw down under the Perseus Equity Option, shall not be less than $2,500,000 (the "Aggregate Minimum Draw Down Amount"). Notwithstanding the foregoing, (i) the Perseus Equity Option shall not be amended increase or decrease the ratio or ratios, as applicable, of the Draw Down Amount, Per Share Purchase Price or Total Option Shares set forth in this Agreement to the Draw Down Amount, Per Share Purchase Price or Total Option Shares (each as defined in the Perseus Equity Option) set forth in the Perseus Equity Option, without simultaneously amending this Agreement to maintain such ratio or ratios, as applicable, which amendment shall be made only pursuant to the provisions of Section 8.5 hereof, and (ii) the Investor shall have no right to purchase shares of Common Stock subject to the purchase right of Perseus contained in Section 2.1(d) of the Perseus Equity Option the event Perseus elects not to exercise its purchase right or if Perseus effects only a partial exercise of its purchase right.

Draw Downs. Upon On the terms and subject to the conditions set forth herein, on any business day during the Commitment PeriodClosing Date, the Holder shall loan the Company $1,000,000, in the aggregate with the other Holders. On January 1, 2008, and on the 1st day of each month thereafter, at the Company’s sole option and upon 3 Business Days’ prior written notice from the Company (such notice, subject to Board of Directors approval, may exercise each a “Draw Down by the delivery of a Draw Down NoticeRequest”), executed by the Chief Executive Officer of the Company, to the Investor. Each Draw Down will be settled on the applicable Settlement Date following the Draw Down Date. The amount of any Draw Down shall be allocated pro rata between the Draw Down Amounts set forth herein and the corresponding amounts to be drawn down pursuant to that certain Equity Option Agreement by and between the Company and Perseus ENRG Investment, L.L.C. ("Perseus"), dated as of the date hereof, a copy which is attached hereto as Exhibit A (the "Perseus Equity Option"), provided, however, that the minimum aggregate amount of each Draw Down under this Agreement and the draw down under the Perseus Equity Option, shall not be less than $2,500,000 (the "Aggregate Minimum Draw Down Amount"). Notwithstanding the foregoing, may request (i) the Perseus Equity Option shall not be amended increase or decrease the ratio or ratioson January 1, as applicable, of the Draw Down Amount, Per Share Purchase Price or Total Option Shares set forth in this Agreement to the Draw Down Amount, Per Share Purchase Price or Total Option Shares (each as defined in the Perseus Equity Option) set forth in the Perseus Equity Option, without simultaneously amending this Agreement to maintain such ratio or ratios, as applicable, which amendment shall be made only pursuant to the provisions of Section 8.5 hereof2008 an additional $1,000,000, and (ii) on the Investor first day of each month thereafter through and including November 1, 2008 an additional $500,000, draw down of the aggregate principal amount from the Holders (each a “Draw Down”) up to a total of $7,000,000 (such aggregate amount, the “Draw Down Maximum”) and each such Draw Down shall be as set forth on Annex B, attached hereto, which Vision shall be authorized to complete and rely upon at any time upon each Draw Down; provided, however, the Company may only issue a Draw Down Request if, at the time of such Draw Down Request, there are no Events of Default then existing and, if an Event of Default is then existing, the Holder may reject such Draw Down Request. The Holder shall have no right 3 Business Days’ from receipt of the Draw Down Request to purchase shares of Common Stock subject decide, in its sole and absolute discretion, whether to fund the Draw down, and shall communicate such decision to the purchase right Company no later than the 4th Business Day after such Draw Down Request. If the Holder determines to fund the Draw Down Request, it shall so fund within 5 Business Days of Perseus contained in the Draw Down Request (the “Draw Down Date”). The Company shall issue a Warrant per Section 2.1(d2.2(c) of the Perseus Equity Option Purchase Agreement upon such funding. The Holder may, upon 5 Business Days’ prior written notice to the event Perseus elects not Company, accelerate the Draw Down Periods and advance up to exercise the Holder’s pro-rata share of the Draw Down Maximum to the Company at any time prior to the six months prior to the Maturity Date. Together with each Draw Down Request, the Company shall provide the Holder with a certificate from either its purchase right chief executive officer or if Perseus effects only a partial exercise chief financial officer certifying that (1) the representations and warranties of its purchase rightthe Company in the Purchase Agreement are true and correct in all material respects as of the date of such Draw Down Request and (2) there are no Events of Default (or events which, with the passage of time or the giving of notice, would become Events of Default) then existing as of such Draw Down Request and Draw Down.

Draw Downs. Upon the terms and subject to the conditions set forth herein, on any business day during the Commitment Period, the Company, subject to Board of Directors approval, may exercise a Draw Down by the delivery of a Draw Down Notice, executed by the Chief Executive Officer of the Company, to the Investor. Each Draw Down will be settled on the applicable Settlement Date following the Draw Down Date. The amount of any Draw Down shall be allocated pro rata between the Draw Down Amounts set forth herein and the corresponding amounts to be drawn down at the corresponding times pursuant to that certain Equity Option Agreement by and between the Company and Perseus ENRG Investment, L.L.C. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Perseus"▇▇▇▇▇▇▇), dated as of the date hereof, a copy which is attached hereto as Exhibit A (the "Perseus ▇▇▇▇▇▇▇ Equity Option"), provided, however, that the minimum aggregate amount of each Draw Down under this Agreement and the draw down under the Perseus ▇▇▇▇▇▇▇ Equity Option, shall not be less than $2,500,000 (the "Aggregate Minimum Draw Down Amount"). Notwithstanding the foregoing, (i) the Perseus ▇▇▇▇▇▇▇ Equity Option shall not be amended to increase or decrease the ratio or ratios, as applicable, of the Draw Down Amount, Per Share Purchase Price or Total Option Shares set forth in this Agreement to the Draw Down Amount, Per Share Purchase Price or Total Option Shares (each as defined in the Perseus ▇▇▇▇▇▇▇ Equity Option) set forth in the Perseus ▇▇▇▇▇▇▇ Equity Option, without simultaneously amending this Agreement to Agreemento maintain such ratio or ratios, as applicable, which amendment shall be made only pursuant to the provisions of Section 8.5 hereof, and (ii) the Investor shall have no right to purchase shares of Common Stock subject to the purchase right of Perseus ▇▇▇▇▇▇▇ contained in Section 2.1(d2.1 (d) of the Perseus ▇▇▇▇▇▇▇ Equity Option the event Perseus ▇▇▇▇▇▇▇ elects not to exercise its purchase right or if Perseus ▇▇▇▇▇▇▇ effects only a partial exercise of its his purchase right.