IPO Adjustment Sample Clauses

IPO Adjustment. (a) If the Company completes an IPO within 12 months after the Closing and the public offering price per Ordinary Share (prior to customary underwriters’ commissions and expenses, the “Per Share Offering Price”) in the IPO is less than the result of (A) 130% of the Series C Conversion Price effective immediately prior to the completion of the IPO, minus (B) all dividends that have been declared on a Series C Preferred Share prior to the completion of the IPO (the “Declared Dividends”), then, at the option of the Company,
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IPO Adjustment. If as of any date during the Loan Term during which You are making payments consisting of principal and interest on Advances funded under Option B, (i) You are current on all payments that had been due and payable through such date, and (ii) no Default or Event of Default had occurred and was continuing as of such date, then You, at Your sole option and election, may provide Us with the following: (a) written notice of Your Qualified Public Offering (the “IPO Notice”); (b) evidence of the filing of an S-1 registration statement contemplating Your Qualified Public Offering, and the selection of at least one major underwriter; and (c) receipt by Us of the Administrative Fee. As of the first day of the month following the satisfaction of each of the conditions set forth in the preceding paragraph, then the following shall occur:
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IPO Adjustment. Upon completion of the ProMedCo IPO, the number of shares issued pursuant toss.2.4(a) and (c), net of any adjustments pursuant to clauses (a), (b), (c) or (d) of thisss. 2.10, shall be adjusted upwards or downwards, as the case may be such that the aggregate number of the shares of ProMedCo Stock issued pursuant to ss. 2.4(a) and (c), net of such adjustments, when multiplied by the ProMedCo IPO Price equals $12,828,819 plus or minus the dollar amount of such adjustments (the dollar amount of any such adjustments made in shares of ProMedCo Stock will be $14.00 per share).
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IPO Adjustment. In the event that on or prior to January -------------- 12, 2001, the Company shall not have either closed its Initial Public Offering at a Company Valuation of at least $425 million or closed a Sale of the Company at a Company Valuation of at least $425 million, then, (A) the Exercise Price shall be reduced to $6.50 per share and (B) the Warrant Share Number shall be increased to equal the product of (i) the aggregate number of Warrant Shares for which this Warrant is exercisable on January 12, 2001, multiplied by (ii) a fraction, the numerator of which shall be the Exercise Price in effect on January 12, 2001 and the denominator of which shall be $6.50; provided, however, -------- ------- that notwithstanding the foregoing, if the Exercise Price on January 12, 2001 is equal to or less than $6.50 per share, then no adjustment shall be made pursuant to this Section 5.4.
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IPO Adjustment. In the event that the IPO occurs on or before the 180th day following the Call Repurchase Date, Synetics shall pay to the holder of the HUNTAIR Shares which were Called the difference between the Call Repurchase Price and the IPO price multiplied by the number of HUNTAIR Shares repurchased from such holder.
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IPO Adjustment. In the event ITS completes an initial public -------------- offering of ITS Common Stock (an "IPO") pursuant to a Registration --- Statement (the "Registration Statement") filed under the Securities Act of ---------------------- 1933, as amended (the "Securities Act") at an IPO price per share of less -------------- than $9.34, the ITS Share Amount shall be increased by an amount equal to the difference between (i) $4,250,000 and (ii) the actual IPO price per share multiplied by 457,000. For example, in the event the IPO price per share is $9.00, the ITS Share Amount shall be increased by 15,222 shares based on the following calculation: $4,250,000 - [($9)(457,000)] = $137,000/9 = 15,222 shares. Notwithstanding the foregoing, ITS agrees not to consummate an IPO of its ITS Common Stock at an initial public offering price per share of less than $5.00 without the consent of Xxxxx Xxxxxxxx, as representative of the Shareholders.
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IPO Adjustment. If the Company completes an initial public offering or a direct listing of its Common Stock on a national securities exchange that does not meet the requirements of a Q-IPO or a Direct Listing, as applicable, the Conversion Price shall be adjusted, effective as of immediately prior to such an initial public offering or a direct listing, as applicable, as follows: CP = A – B For purposes of the foregoing formula, the following definitions shall apply:
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Related to IPO Adjustment

  • No Adjustment For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B common stock (the “Class B Common Stock”) into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common Stock, in each case, pursuant to the Company’s Charter, as amended from time to time.

  • Tax Adjustment Tenant shall pay to Landlord or Landlord’s agent as Additional Rent, an amount (“Tax Adjustment Amount”) equal to Tenant’s Proportionate Share of the amount of Taxes due and payable during each Calendar Year. The Tax Adjustment Amount shall be paid in monthly installments during the Term in an amount reasonably estimated from time to time by Landlord and communicated by written notice to Tenant if such taxes are required to be paid or deposited by Landlord in monthly installments. If such taxes are not required to be so paid or deposited by Landlord, the Tax Adjustment Amount shall be paid not later than thirty (30) days prior to the date on which such Taxes are required to be paid by Landlord. If Tenant’s Proportionate Share of any installment of Taxes which is payable at any time during the Term exceeds the amount of such installments then held by Landlord, Tenant shall, within thirty (30) days after the written request of Landlord, pay such excess to Landlord. Following the final payment of Taxes for each Calendar Year, Landlord shall cause the amount of the Tax Adjustment Amount for such Calendar Year to be computed and deliver to Tenant a statement of such amount plus a statement of all estimated installments paid by Tenant applied to such Taxes and any balance then held by Landlord. Landlord shall credit to Tenant interest on any monthly installments at the rate of 1% per annum above the Prime Rate. If the installments then held by Landlord exceed the amount reasonably necessary, when aggregated with subsequent monthly installments, to pay the next installment of Taxes, Landlord shall either credit the excess against payments next due to Landlord from tenant hereunder or, if such credit is in excess of payments due within thirty (30) days thereafter and if Tenant is not then in default hereunder, refund the excess to Tenant within fifteen (15) days thereafter. The obligation of Landlord to refund any such excess shall survive the expiration of the Term. The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the year in which such refund is received. In determining the amount of Taxes for any year, the amount of special assessments to be included shall be limited to the amount of the installment (plus any interest payable thereon) of such special assessment required to be paid during such year as if the Landlord had elected to have such special assessment paid over the maximum period of time permitted by law. All references to Taxes “for” a particular year shall be deemed to refer to Taxes payable during such year without regard to when such Taxes are levied or assessed. Delay in computation of the Tax Adjustment Amount shall not be deemed a default hereunder or a waiver of Landlord’s right to collect the Tax Adjustment Amount.

  • Proportional Adjustment In the event the Corporation shall at any time after the issuance of any share or shares of Series A Participating Preferred Stock (i) declare any dividend on Common Stock of the Corporation ("COMMON STOCK") payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Corporation shall simultaneously effect a proportional adjustment to the number of outstanding shares of Series A Participating Preferred Stock.

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Operating Expense Limit.

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