Draw Down Request definition
Examples of Draw Down Request in a sentence
The Shares to be issued under this Agreement have been or will be (prior to the delivery of any Draw Down Request Notice to the Investor hereunder), duly authorized by all necessary corporate action on the part of the Company.
Subject to the requirements of Section 5.7 of this Agreement, from time to time from and after the period beginning with the applicable Draw Down Request Exercise Date through and including the applicable Subsequent Funding Date, the Company shall make available for inspection and review by the Investor, customary documentation allowing the Investor and its appointed counsel or advisors to conduct due diligence.
The obligation hereunder of the Investor to accept the Initial Draw Down Request on the Closing Date and any additional Draw Down Request Notice and to acquire and pay for the Shares is subject to the satisfaction or (to the extent permitted by applicable law) waiver, at or before, each Draw Down Request Exercise Date and the Closing Date or Subsequent Funding Date, as applicable, of each of the conditions set forth below.
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 applicable Draw Down Request Exercise Date and the Closing Date or Subsequent Funding Date, as applicable.
In the event the conditions precedent to the obligations of the Investor set forth in Section 7.2 are not satisfied on any Draw Down Request Exercise Date or proposed Subsequent Funding Date (each, a “Determination Date”), the Investor shall, within two Business Days from the Determination Date, notify the Company whether it elects to fund its Draw Down Request Amount.
The obligation hereunder of the Company to issue and sell the Shares to the Investor under the Initial Draw Down Request and any additional Draw Down Request is subject to the satisfaction or (to the extent permitted by applicable law) waiver of each of the conditions set forth below.
In consideration of and in express reliance upon the representations, warranties and covenants, and otherwise upon the terms and subject to the conditions, of this Agreement, from and after the Closing Date and during the Term (i) the Company shall issue and sell to the Investor, and the Investor agrees to purchase from the Company, the Shares in respect of each Draw Down Request and (ii) the Investor may purchase the Shares in respect of the Investor’s Elected Draw Down in accordance with Section 2.10.
Prior to each Draw Down Request Exercise Date, the Investor shall have received an opinion from outside counsel to the Company in the form mutually agreed to by the parties hereto.
On each Subsequent Funding Date with respect to a Draw Down Request, unless the Investor is a Defaulting Investor, the Investor’s Total Commitment under this Agreement shall automatically (and without the need for any amendment to this Agreement) be reduced, on a dollar-for-dollar basis, by the total amount of the Draw Down Request Amount for such Draw Down Request paid to the Company on such Subsequent Funding Date.
There shall only be permitted: (i) one initial Draw Down Request for the Initial Purchase and (ii) up to a maximum of two additional Draw Down Requests during the Term.