FRACTAL CALL Sample Clauses

FRACTAL CALL. If MetaTools has acquired Option Shares pursuant to ------------ exercise of the Option (the date of any Closing relating to any such exercise herein referred to as an "EXERCISE DATE") and no Acquisition Proposal with respect to Fractal has been consummated at any time after the date of this Agreement and prior to the date one year following such Exercise Date (nor has Fractal entered into a definitive agreement or letter of intent with respect to such an Acquisition Proposal which agreement or letter of intent remains in effect at the end of such year), then, at any time after the date one year following such Exercise Date and prior to the date eighteen months following such Exercise Date, Fractal may require MetaTools, upon delivery to MetaTools of written notice, to sell to Fractal any Fractal Shares held by MetaTools as of the day that is ten business days after the date of such notice, up to a number of shares equal to the number of Option Shares acquired by MetaTools pursuant to exercise of the Option in connection with such Exercise Date. The per share purchase price for such sale (the "FRACTAL CALL PRICE") shall be equal to the Exercise Price, plus an amount equal to six percent (6.0%) of the Exercise Price per annum, compounded annually, since the applicable Exercise Date, less any dividends paid on the Fractal Shares to be purchased by Fractal pursuant to this Section 7(d). The closing of any sale of Fractal Shares pursuant to this Section 7(d) shall take place at the principal offices of Fractal at a time and on a date designated by Fractal in the aforementioned notice to MetaTools, which date shall be no more than 20 and no less than 12 business days from the date of such notice. The Fractal Call Price shall be paid in immediately available funds, provided that, in the event MetaTools has acquired Option Shares pursuant -------- to exercise of the Option by issuance and delivery of MetaTools Shares, at the option of Fractal, the Fractal Call Price for part or all of any purchase of Fractal Shares pursuant to this Section 7(d), up to a number of such shares equal to the number of Option Shares acquired by MetaTools by issuance and delivery of MetaTools Shares, shall be paid by delivery of a number of MetaTools Shares equal to the Fractal Call Price divided by the closing sale price of MetaTools Shares on the Nasdaq National Market for the trading day immediately preceding the date of the Exercise Date on which the Option Shares to be purchased b...
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Related to FRACTAL CALL

  • Minimum Unsecured Interest Coverage Ratio As of the last day of any fiscal quarter, the Unsecured Interest Coverage Ratio for the Parent, on a consolidated basis, for the fiscal quarter then ended, annualized, to be less than or equal to 1.75 to 1.00; and

  • Minimum Interest Coverage Ratio The Borrowers shall not permit the Interest Coverage Ratio, calculated as of the end of each fiscal quarter for the four fiscal quarters then ended, to be less than 3.50 to 1.00.

  • the Cashless Exercise Ratio The "Cashless Exercise Ratio" shall equal a fraction, the numerator of which is the excess of the Current Market Value (calculated as set forth in this Preference Warrant) per share of Common Stock on the date of exercise over the Preference Exercise Price per share of Common Stock as of the date of exercise and the denominator of which is the Current Market Value per share of Common Stock on the date of exercise. Upon surrender of a Preference Warrant Certificate representing more than one Preference Warrant in connection with the holder's option to elect a Cashless Exercise, the holder must specify the number of Preference Warrants for which such Preference Warrant Certificate is to be exercised (without giving effect to the Cashless Exercise). All provisions of the Preference Warrant Agreement shall be applicable with respect to a Cashless Exercise of a Preference Warrant Certificate for less than the full number of Preference Warrants represented thereby. Capitalized terms used herein without being defined herein shall have the definitions ascribed to such terms in the Preference Warrant Agreement. "Current Market Value" per share of Common Stock of the Company or any other security at any date shall mean (i) if the security is not registered under the Exchange Act, (a) the value of the security, determined in good faith by the board of directors of the Company and certified in a board resolution, based on the most recently completed arm's-length transaction between the Company and a person other than an affiliate of the Company and the closing of which occurs on such date or shall have occurred within the six-month period preceding such date, or (b) if no such transaction shall have occurred on such date or within such six-month period, the fair market value of the security as determined by a nationally or regionally recognized Independent Financial Expert (as defined herein) (provided that in the case of the calculation of Current Market Value for determining the cash value of fractional shares, any such determination within six months that is, in the good faith judgment of the Board, a reasonable determination of value, may be utilized) or (ii)(a) if the security is registered under the Exchange Act, the average of the daily closing sales prices of the securities for the 20 consecutive trading days immediately preceding such date, or (b) if the security has been registered under the Exchange Act for less than 20 consecutive trading days before such date, then the average of the daily closing sales prices for all of the trading days before such date for which closing sales prices are available, in the case of each of (ii)(a) and (ii)(b), as certified by the president, the chief executive officer, any vice president or the chief financial officer of the Company in a writing delivered to the Preference Warrant Agent. The closing sales price for each such trading day shall be: (A) in the case of a security listed or admitted to trading on any U.S. national securities exchange or quotation system, the closing sales price, regular way, on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, (B) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system, the last reported sale price on such day, or if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reputable quotation source designated by the Company, (C) in the case of a security not then listed or admitted to trading on any U.S. national securities exchange or quotation system and as to which no such reported sale price or bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reputable quotation service, or a newspaper of general circulation in the Borough of Manhattan, The City and State of New York customarily published on each Business Day, designated by the Company, or, if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than 30 days prior to the date in question) for which prices have been so reported and (D) if there are not bid and asked prices reported during the 30 days prior to the date in question, the Current Market Value shall be determined as if the securities were not registered under the Exchange Act.

  • Adjusted Leverage Ratio The Borrower shall not permit the Adjusted Leverage Ratio as at the end of any Fiscal Quarter to be greater than the following for the respective periods set forth below: Period Adjusted Leverage Ratio Closing Date to and including March 27, 2004 3.75:1.00 March 28, 2004 to and including June 26, 2004 4.75:1.00 June 27, 2004 to and including July 2, 2005 5.60:1:00 July 3, 2005 and any time thereafter 5.25:1.00

  • Consolidated Interest Coverage Ratio Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.00 to 1.00.

  • Minimum Consolidated Interest Coverage Ratio Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 3.25 to 1.00.

  • Total Net Leverage Ratio The Borrower will not permit the Total Net Leverage Ratio as of the end of any Fiscal Quarter to exceed 3.50 to 1.00.

  • Interest Coverage Ratio The Borrower will not permit the Interest Coverage Ratio to be less than 2.75 to 1.0 on the last day of any Fiscal Quarter.

  • Consolidated Total Net Leverage Ratio Permit the Consolidated Total Net Leverage Ratio on the last day of any fiscal quarter occurring during any period set forth below, to be greater than the ratio set forth below opposite such period: Period Maximum Consolidated Total Net Leverage Ratio Closing Date through and including September 30, 2014 7.25:1.00 December 31, 2014 through and including September 30, 2015 6.75:1.00 December 31, 2015 and thereafter 6.50:1.00

  • Net Leverage Ratio Subject to the proviso set forth in Section 10.3, the Company will not permit the Consolidated Net Leverage Ratio at any time during any period of four consecutive fiscal quarters of the Company to be greater than (a) 3.50 to 1.00 or (b) during an Acquisition Holiday Period, 4.00 to 1.00.

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