Draw Down Amount. Means the actual amount of a Draw Down up to $4,000,000 and shall be adjusted as stated in Sections 1.1(d)(i) to (v) hereof; provided, that the Company may, in its sole discretion, issue a Draw Down Notice with respect to any Draw Down Amount at any Threshold Price or any Draw Down Discount Price or any
... Draw Down Pricing Period pursuant to terms mutually agreed upon by the Purchaser and the Company, which Draw Down the Purchaser will be obligated to honor. Prior to issuing any Draw Down Notice, the Company shall have Shares registered under the Registration Statement which are valued at an amount equal to or in excess of the requested Draw Down Amount. (i) If the Company's Market Capitalization (as determined by Section 1.1(d)(v) below) equals or exceeds $450,000,000 the actual amount of Draw Down shall be up to $8,000,000; (ii) If the Company's Market Capitalization equals or exceeds $400,00,000 but is less than $450,000,000, the actual amount of Draw Down shall be up to $7,000,000; 3 (iii) If the Company's Market Capitalization equals or exceeds $350,000,000 but is less than $400,000,000, the actual amount of Draw Down shall be up to $6,000,000; (iv) If the Company's Market Capitalization equals or exceeds $300,000,000 but is less than $350,000,000, the actual amount of Draw Down shall be up to $5,000,000; (v) "Market Capitalization" shall be calculated on the trading day preceding the first day of the Draw Down Pricing Period and shall be the product of the closing bid price and the number of shares outstanding of the stock, both as determined by Bloomberg LP using the HP and DES functions, respectively.
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