Downside Protection Clause Samples

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Downside Protection. (i) Until the date on which the Registerable Shares are registered for resale pursuant to this Section 6.12 (the “Trigger Date”), in the event that the Registerable Value is less than the Closing Stock Value, then Parent shall issue to the Unitholders (other than the Blocker Members or with respect to the Redeemed Units), and for the Parent Common Shares allocable to SWB Management, LLC, directly to the SWB Members, in accordance with the Payment Schedule, and include in the Registrable Shares, an additional number of Parent Common Shares, equal to the quotient of (X) the difference of (1) the Closing Stock Value, minus (2) Registerable Value, divided by (Y) the Pre-Registration Price; provided, that in no event shall the aggregate value of the Stock Consideration after giving effect to the additional number of Parent Common Shares issuable under this Section 6.12(f)(i) be greater than the Closing Stock Value (based on the Pre-Registration Price), and in the event that in calculating the Pre-Registration Price in accordance with Section 6.12(f)(ii) issuing the additional Parent Common Shared hereunder would result in the Stock Consideration being greater than the Closing Stock Value, then the 88758860_15 Parent shall only be obligated to issue the number of Parent Common Shares pursuant to this Section 6.12(f)(i) that will result in the Unitholders (other than the Blocker Members or with respect to the Redeemed Units) holding Stock Consideration in an amount equal to the Closing Stock Value (based on the Pre-Registration Price). (ii) For purposes of this Agreement, (A) “Registerable Value” means the aggregate value of the number of Parent Common Shares included in the Stock Consideration (prior to giving effect to any adjustment to the number of Parent Common Shares in accordance with this Section 6.12(f)), measured as the product of (i) number of Parent Common Shares in the Stock Consideration (prior to giving effect to any adjustment to the number of Parent Common Shares in accordance with this Section 6.12(f)), multiplied by (ii) the Pre-Registration Price, and (B) “Pre-Registration Price” means the lesser of (i) the volume-weighted average trading price of Parent Common Shares on the NASDAQ for the thirty (30) day period immediately ending on the close of trading the day prior to the Trigger Date, and (ii) the closing price of Parent Common Shares on the NASDAQ on the day prior to the Trigger Date.
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Downside Protection. 8.1 Until immediately following the earlier of (the “Protection Period”): (i) the Dual Listing (as defined in Section 4.1), (ii) consummation of an “M&A Event” (as defined in Section 8.3), or (iii) the expiration of four (4) years after the Closing - the Subscriber will be entitled to a downside protection as provided below. In any case of the occurrence of an M&A Event (as defined below) or an investment of new funds in the Company during the Protection Period (including, for the avoidance of doubt, (A) any issuance of shares in or as part of a public offering or in connection therewith, and (B) the transactions constituting the M&A Event), except for an Excluded Investment (as defined below), at a price per share in respect of such issuance or underlying such M&A Event (“Downside Event” and the “Investment/Exit Price Per Share” respectively) that is lower than NIS 1.3386 (the “Protection Threshold Price”), then the number of Subscription Shares to which each of the Subscribers is entitled to under this Agreement shall be adjusted and the total number of shares to be additionally issued to the Subscriber shall equal to and be calculated in accordance with the following formula (the “Protection Formula”): Where:
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Downside Protection. (a) Prior to Completion A&B Venture Fund Company Pty Ltd shall deliver to the Purchaser a list of the Protected Vendors and the number of Consideration Securities (including the share certificate number or other identifying number) held by each such Protected Vendor to which the succeeding provisions of this clause 5.6 applies ("Protected Securities"). The number of Protected Securities referred to on the list must not exceed 150,000. Upon any additional ordinary shares or Equity Securities being issued by the Purchaser pursuant to clauses 5.2(a) or (b), the number of Protected Securities shall be recalculated accordingly and the Major Vendors shall deliver to the Purchaser a revised list specifying the revised number of Protected Securities (including the share certificate number or other identifying number) held by each Protected Vendor, which revised numbers shall be in the same proportions as the numbers specified on the original list. (b) If the Purchaser is able to arrange or approves a placement, the number of Protected Securities will be reduced as follows: DV NCS = ( 1 - ------- ) x OCS BV where: NCS is the revised number of Protected Securities; DV is the aggregate amount (in Australian Dollars) payable by a purchaser of the Consideration Securities under the placement; BV is A$775,000 (as that amount may have been reduced by the amount payable by a purchaser of Consideration Securities under any prior placement to which this clause applied; OCS is the number of Protected Securities prior to the placement, being as the date of this Agreement, 150,000. For the avoidance of doubt, this clause 5.6 will cease to apply once the revised number of Protected Securities is reduced to zero. (c) The succeeding provisions of this clause 5.6 will apply if at the close of trading on NASDAQ on the last business day immediately before the day that is 6 months from the Completion Date ("Protection Date") the weighted average share price (as converted into Australian Dollars in the manner specified in paragraph 5.6(g)) of the ordinary shares in the Purchaser traded on NASDAQ for the 20 trading days immediately preceding and ending on (and including) the Protection Date is less than A$5.10 or such lower price at which ordinary shares may previously have been issued by the Purchaser during the Escrow Period and in respect of which issue clause 5.2 was previously applied. (d) Subject to the succeeding provisions of this clause 5.6, within 14 days of the date that is ...
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Downside Protection. Contract designed to allow the customer to benefit from declining market prices. ▇▇▇▇▇▇▇ generally completes an option transaction(s) to limit the risk associated with this offering.
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Downside Protection. Students will not have a payment due in months in which their income is below the Minimum Income Threshold and they have applied for and been granted a deferment. The Minimum Income Threshold is a dynamic amount equal to $1,000 per month above 150% of the Federal Poverty Level. The 2022 Federal Poverty Level can be found here. These thresholds will change as Federal Poverty Levels change. o Deferments may also be granted for the following reasons: 1) on active military duty; 2) have been affected by a natural disaster; 3) have declared bankruptcy; and 4) experiencing extenuating personal hardship. • Monthly Payment based on Actual Income: For Students earning above the Minimum Income Threshold, their monthly payment amounts will be 10% of their monthly discretionary income. o Discretionary income is the amount earned above and beyond 150% of the Federal Poverty Level based upon household size. A Student’s repayments will never exceed the total value of the loan or extend past 5 years (60 months). However, as income decreases or increases, monthly payments will fluctuate. The table below shows monthly payment obligations based on household size. Your payments will be based on your actual household size. o Students are responsible for providing proof of income to the Loan Servicer. If a Student does not provide proof of income, the Loan Servicer will assume they are earning the median income for the occupation for which they trained, per current Bureau of Labor Statistics data. Annual Income Monthly Payments <$30,000 $0 $0 $0 $0 $0 $0 $0 $35,000 $122 $0 $0 $0 $0 $0 $0 $40,000 $163 $104 $0 $0 $0 $0 $0 $45,000 $205 $146 $0 $0 $0 $0 $0 $50,000 $247 $188 $129 $0 $0 $0 $0 $55,000 $288 $229 $170 $111 $0 $0 $0 $60,000 $330 $271 $212 $153 $0 $0 $0 $65,000 $372 $313 $254 $195 $136 $0 $0 $70,000 $413 $354 $295 $236 $177 $118 $0 $75,000 $455 $396 $337 $278 $219 $160 $101 $80,000 $497 $438 $379 $320 $261 $202 $143 $85,000 $538 $479 $420 $361 $302 $243 $184 $90,000 $580 $521 $462 $403 $344 $285 $226 $95,000 $622 $563 $504 $445 $386 $327 $268 $100,000 $663 $604 $545 $486 $427 $368 $309 • Grace Period: A Student is not required to make any payments while in school or during the three-month Grace Period. The Grace Period begins on the 1st day of the month following the date of successful exit (i.e., the date of graduation or job placement, whichever date occurs first), withdrawal, or dismissal from the training program. For example, if you successfully exit, withdraw, or ar...
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Related to Downside Protection

  • Eye Protection Where an employee is required by the College or by legislation, in order to perform his/her duties, to acquire and wear prescription eye protection, the employee shall provide the College with proof of purchase by March 1 each year and the College shall reimburse to such employee, on the first pay day of April in each year, up to a maximum of twenty dollars ($20.00); in situations other than the foregoing, the College, may in its discretion, (which discretion shall not be unreasonably exercised) reimburse such expense where it is recommended by the health and safety committee constituted under the Occupational Health and Safety Act.

  • Income Protection All workers will be covered by the extended Incolink Leisure Time Insurance and Income protection Scheme which provides defined weekly payments ($500 per week to workers with dependants, $400 per week to workers without dependants) for up to a maximum 104 weeks in the event of an extended work absence arising from any personal illness or injury (whether or not work related). The costs of this benefit will be shared between Incolink and the company on a 30/70 basis. Agreed premium costs will be: Incolink - $2.10 per week/worker Employer - $4.90 per week/worker It is a condition of the company’s agreement to provide this benefit that premium costs be maintained at not more than the February 1998 equivalent. In the event of premium costs escalating, the parties are agreed that the benefits table will be revised downwards so as to contain premium costs within the agreed limits. To maintain this cover the company agrees to pay the amounts every week for each employee. In the event the company does not maintain the above policy, the company will be liable in full to pay equivalent benefits to an employee who meets eligibility criteria as set out in the policy document.

  • Fire Protection Contractor shall take adequate and reasonable precautions to protect the Work against damage by fire and smoke. For example, without limitation, Contractor shall do the following:

  • ▇▇▇▇ Protection 1With respect to the Parties' rights and obligations under this Framework Agreement, the Parties agree that the Authority is the Data Controller and that the Supplier is the Data Processor.

  • Mortgage Protection In the event of any default on the part of Landlord, Tenant will give notice by registered or certified mail to any beneficiary of a deed or trust or holder of a security deed or mortgage covering the Leased Premises whose address shall have been furnished it, and shall offer such beneficiary or holder a reasonable opportunity to cure the default, including time to obtain possession of the Leased Premises by power of sale or a judicial foreclosure, if such should prove necessary to effect a cure.