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 issuance and sale of Shares to the Investor pursuant to any Draw Down Request or the Investor’s Elected Draw Down shall occur on the applicable Subsequent Funding Date in accordance with Section 2.6 provided, in each case, that all of the conditions precedent thereto set forth in Article VII theretofore shall have been fulfilled or (to the extent permitted by applicable law) waived. 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 Shares issuable pursuant to such Draw Down Request Notice shall have been duly authorized by all necessary corporate action of the Company. 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. The Company shall have delivered all Shares relating to all prior Draw Down Request Notices. If any Committed Investor fails to fund its applicable Draw Down Request Amount on the Closing Date or any Subsequent Funding Date, such Committed Investor shall be a “Defaulting Investor,” and the aggregate of all such Defaulting Investors’ unfunded commitment amount shall be the “Defaulting Amount.” In such event, the Company shall immediately notify the Investor of the Defaulting Amount on or prior to the Closing Date or Subsequent Funding Date. Examples of Draw Down Request in a sentence
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