Below Average Conversion Rate Sample Clauses

Below Average Conversion Rate. On a country by country basis, for any month in which the Advertiser conversion rate from Overture Results displayed by Claria (the “Claria Conversion Rate”) is [***] percent ([***]%) or more below the average conversion rate for all Overture Network Partners tracked by Overture for such country (the “Overall Conversion Rate”), Overture shall provide Claria with a written statement (a “Conversion Statement”) setting forth the percentage difference between the Claria Conversion Rate for such country and the Overall Conversion Rate for such country. In the event that the Claria Conversion Rate for any country falls [***] percent ([***]%) or more below the Overall Conversion Rate for such country, then Claria shall have a [***] ([***]) month period in which to cure by raising the Claria Conversion Rate for such country to a rate less than [***] percent ([***]%) below the Overall Conversion Rate for such country. In the event that Claria fails to cure within such [***] period, or in the event that in any [***] following such cure, the Claria Conversion Rate for such country again falls to [***] percent ([***]%) or more below the Overall Conversion Rate for such country, Overture shall have the right to immediately terminate this Agreement only as to the Parties obligations under this contract with respect to Users in such country. Notwithstanding the foregoing, Overture shall have no right to terminate this Agreement (in whole or in part), if, during the one-month period prior to the termination right, Overture has failed to provide Claria with (i) a Conversion Statement on or about both the first day of such month and (ii) a Conversion Statement on or about the fifteenth day of such month reflecting a Claria Conversion Rate [***] percent ([***]%) or more below the Overall Conversion Rate (e.g., for Overture to have a termination right starting on March 1, Overture has to provide (i) a Conversion Statement on or about February 1st and (ii) a Conversion Statement on or about February 15th showing a Claria Conversion Rate [***] percent ([***]%) or more below the Overall Conversion Rate). Each Conversion Statement provided hereunder shall be treated as Overture’s Confidential Information under Section 5 of the Terms and Conditions, Confidentiality.”
Sample 1
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Related to Below Average Conversion Rate

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders of the Notes participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 14.04, without having to convert their Notes, as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the principal amount (expressed in thousands) of Notes held by such Holder.

  • Adjustments to the Conversion Rate (A) Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

  • Conversion Ratio The “Conversion Ratio” for each share of Series A Preferred Stock shall be equal to the Stated Value divided by the Conversion Price.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Conversion Rate The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).

  • Adjustments to Conversion Ratios The number of Ordinary Shares that the holders of Rights are entitled to receive as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Ordinary Shares occurring on or after the date hereof and prior to the Exchange Event.

  • Adjustments to Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company as follows:

  • Conversion Privilege and Conversion Rate Subject to and upon compliance with the provisions of this Article, at the option of the Holder thereof, any Security or any portion of the principal amount thereof that is U.S.$1,000 or an integral multiple of U.S.$1,000 may be converted into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100th of a share) of Common Stock of the Company at the Conversion Rate, determined as hereinafter provided, in effect at the time of conversion. Such conversion right shall commence upon the original issuance of the Securities and expire at the close of business on December 1, 2004, subject, in the case of conversion of any Global Security, to any Applicable Procedures. In case a Security or portion thereof is called for redemption at the election of the Company or the Holder thereof exercises his right to require the Company to repurchase the Security, such conversion right in respect of the Security, or portion thereof so called, shall expire at the close of business on the Business Day immediately preceding the Redemption Date or the Repurchase Date, as the case may be, unless the Company defaults in making the payment due upon redemption or repurchase, as the case may be (in each case subject as aforesaid to any Applicable Procedures with respect to any Global Security). The rate at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Rate") shall be initially 13.5323 shares of Common Stock for each U.S.$1,000 principal amount of Securities. The Conversion Rate shall be adjusted in certain instances as provided in this ARTICLE ELEVEN.

  • Change in Option Price or Conversion Rate If there is a change at any time in (i) the amount of additional consideration payable to the Company upon the exercise of any Options; (ii) the amount of additional consideration, if any, payable to the Company upon the conversion or exchange of any Convertible Securities; or (iii) the rate at which any Convertible Securities are convertible into or exchangeable for Common Stock (other than under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such change will be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed additional consideration or changed conversion rate, as the case may be, at the time initially granted, issued or sold.

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