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 B Conversion Price effective immediately prior to the completion of the IPO, minus (B) all dividends that have been declared on a Series B Preferred Share prior to the completion of the IPO (the “Declared Dividends”), then, at the option of the Company, (i) the Series B Conversion Price of each Series B Preferred Share held by the Purchaser shall, immediately prior to the completion of the IPO, be adjusted in accordance with the following formula (such new Series B Conversion Price, the “Adjusted Series B Conversion Price I”): Adjusted Series B Conversion Price I = (Per Share Offering Price + Declared Dividends) / 130%; or (ii) the Company shall, within thirty (30) Business Days from the completion of the IPO, pay, or cause to be paid, an amount calculated in accordance with the formula below (the “Adjustment Amount I”) to the Purchaser for each Series B Preferred Share held by the Purchaser immediately prior to completion of the IPO in cash by wire transfer of immediately available funds to an account designated by the Purchaser: Adjustment Amount I = Series B Conversion Price effective immediately prior to completion of the IPO - Adjusted Series B Conversion Price I Upon payment of the Adjustment Amount I to the Purchaser, the Series B Issue Price and the Series B Conversion Price of each Series B Preferred Share, if any, shall be adjusted to equal the Adjusted Series B Conversion Price I. (b) If the Company completes an IPO after the expiry of 12 months after the Closing but within 24 months after the Closing and the Per Share Offering Price in the IPO is less than the result of (i) 150% of the Series B Conversion Price effective immediately prior to the completion of the IPO, minus (ii) the Declared Dividends, then, at the option of the Company, (i) the Series B Conversion Price of each Series B Preferred Share held by the Purchaser shall, immediately prior to the completion of the IPO, be adjusted in accordance with the following formula (such new Series B Conversion Price, the “Adjusted Series B Conversion Price II”): Adjusted Series B Conversion Price II = (Per Share Offering Price + Declared Dividends) / 150%; or (ii) the Company shall, within thirty (30) Business Days from the co...
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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. 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 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. 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. 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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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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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.

  • CPI Adjustment At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

  • Tax Adjustment Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the “Tax Adjustment Amount”) equal to Tenant’s Expense Share of the amount of Taxes incurred with respect to each Lease Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Years in which the first and last days of the Term occur pro rated on a per diem basis. Tenant shall not, however, have any right to audit Landlord’s books and records pertaining to Taxes. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing on the Commencement Date, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (i) the actual Tax Adjustment Amount for such Lease Year; (ii) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (iii) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord’s option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • 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.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • No Adjustment of Conversion Price No adjustment in the Conversion Price of a particular series of Preferred Stock shall be made in respect of the issuance of Additional Shares of Common unless the consideration per share (as determined pursuant to paragraph 4(d)(v)) for an Additional Share of Common issued or deemed to be issued by the Corporation is less than the Conversion Price in effect on the date of, and immediately prior to such issue, for such series of 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 amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

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