Limitation on Adjustment Sample Clauses

Limitation on Adjustment. The foregoing provisions of this Section 3 notwithstanding, the Exercise Price shall not be reduced as a result of the application of Section 3(b), (c) or (d) in connection with the one-time reduction in the exercise price of certain of the warrants issued by the Company in 2015 (with an adjusted exercise price of $4.50 as of the date of the Investment Agreement) in connection with and conditioned upon the consummation of the transactions contemplated by the Transaction Documents (as set forth in the Amendment and Exchange Agreements entered into on August 19, 2016 between the Company and certain holders of the Company’s preferred stock).
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Limitation on Adjustment. Notwithstanding any provision herein to the contrary, no adjustment of the Purchase Price or number of shares of Warrant Stock issuable upon exercise of the Warrants shall be made as a result of or in connection with:
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Limitation on Adjustment. The foregoing provisions of this Section 3 notwithstanding, in no event shall the Exercise Price be reduced, as a result of the application of Section 3(b), 3(d) or 3(e), to less than $2.37 per share. For the avoidance of doubt, the foregoing limitation does not apply to any adjustment as a result of the application of Section 3(a).]
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Limitation on Adjustment. Anything herein to the contrary notwithstanding, no adjustment in the Purchase Price shall be required unless such adjustment would require an increase or decrease in the Purchase Price of at least one percent (1%); provided that any adjustments which by reason of this Section 11(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 11 shall be made to the nearest cent or to the nearest ten-thousandth of a share of Common Stock or other share or one-millionth of a share of Preferred Stock, as the case may be. Notwithstanding the first sentence of this Section 11(e), any adjustment required by this Section 11 shall be made no later than the earlier of (i) three (3) years from the date of the transaction which mandates such adjustment, or (ii) the Expiration Date.
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Limitation on Adjustment. The foregoing provisions of this Section 3 notwithstanding, in no event shall the Exercise Price be reduced, as a result of the application of Section 3(b), 3(d) or 3(e), to less than $0.79 per share. For the avoidance of doubt, the foregoing limitation does not apply to any adjustment as a result of the application of Section 3(a). [NOTE; this provision only applies to warrants held by RLJE’s directors, officer or their affiliates prior to closing.]]
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Limitation on Adjustment. If Redwood fails to perform its obligations under this Agreement with respect to the timely funding of the required Development Expenses related to a particular Project or Projects, or delays constructing a Project or Projects due to delays in financing, provided that such failure is not due to a delay in the receipt of conditional use permits beyond the third and final posting of interconnection financial security, the only adjustment to the Contract Price for that particular Project or Projects shall be the downward adjustment per Section 2.5(a) related to Installed Capacity, not including the downward adjustment for non-reimbursable Development Expenses, and all other adjustments which would otherwise be justified for such Project or Projects are null and void and shall not be applied. In addition, should such funding delay result in Redwood determining to abandon such Project or Projects due to a determination that the cause of such funding delay is not remediable and will result in the Project being economically unviable for Redwood, then Redwood shall convey such Project or Projects and related assets unencumbered to Coronus Parent and the Contract Price shall be adjusted solely to reflect the removal of the installed capacity of such Project or Projects.
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Limitation on Adjustment. Section 2.2.1 shall not apply if the Below Market Issuance had been approved:
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Limitation on Adjustment. The Purchase Price, as adjusted pursuant to Section 2.04, shall not be adjusted with respect to matters set forth in Section 7.05 and shall not be adjusted with respect to Title Defects except as provided in this Article. Notwithstanding anything in this Agreement to the contrary, the Purchase Price shall not be adjusted for Title Defect Amounts (defined in Section 7.04) which do not, in the aggregate, exceed the Title Defect Deductible Amount and Purchaser shall take delivery of such Leaseholds and Mineral Properties subject to such Title Defects.
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Related to Limitation on Adjustment

  • Dilution Adjustment Provisions Sections 5.05(A)(i), (ii), (iii), (iv) and (v) and Section 5.05(H) of the Indenture. Extraordinary Events applicable to the Transaction: Merger Events: Applicable; provided that notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in the definition of “Common Stock Change Event” in Section 5.08(A) of the Indenture. Tender Offers: Applicable; provided that notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 5.05(A)(v) of the Indenture. Consequences of Merger Events / Tender Offers: Notwithstanding Section 12.2 and Section 12.3 of the Equity Definitions, upon the occurrence of a Merger Event or a Tender Offer, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares (in the case of a Merger Event), Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, subject to the second paragraph under “Method of Adjustment”; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to any Excluded Provision; provided further that if, with respect to a Merger Event or a Tender Offer, (i) the consideration for the Shares includes (or, at the option of a holder of Shares, may include) shares of an entity or person that is not a corporation or is not organized under the laws of the United States, any State thereof or the District of Columbia or (ii) the Counterparty to the Transaction following such Merger Event or Tender Offer will not be a corporation and/or will either not be the Issuer or not be a wholly-owned subsidiary of Issuer whose obligations hereunder are fully and unconditionally guaranteed by Issuer following such Merger Event, then, in either case, Cancellation and Payment (Calculation Agent Determination) may apply at Dealer’s commercially reasonable election. Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (ii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:

  • Capitalization Adjustments The number of Shares subject to the Option and the exercise price per Share shall be equitably and appropriately adjusted as provided in Section 12.2 of the Plan.

  • Anti-Dilution Adjustment For the avoidance of doubt, the terms of Section 4(c) of the Plan, relating to anti-dilution adjustments, will apply to the SAR.

  • Dilution Adjustments The Exchange Rate, Appreciation Threshold Price and Initial Price shall be subject to adjustment from time to time as follows:

  • Certain Adjustments The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

  • Anti-Dilution Adjustments For all purposes of this Section 3.10, the number of shares of Class A Common Stock and the corresponding number of Common Units shall be determined after giving effect to all anti-dilution or similar adjustments that are applicable, as of the date of exercise or vesting, to the option, warrant, restricted stock or other equity interest that is being exercised or becomes vested under the applicable Stock Option Plan or other Equity Plan and applicable award or grant documentation.

  • Consideration Adjustment The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the Cash Distribution for Tax purposes, except as otherwise required by Law following a final determination by the U.S. Internal Revenue Service or a Governmental Authority with competent jurisdiction.

  • Antidilution Adjustments The provisions of this Warrant are subject to adjustment as provided in this Section 5.

  • Escalation Adjustments The base airframe and special features price will be escalated according to the applicable airframe and engine manufacturer escalation provisions contained in Exhibit D of the Agreement. Buyer agrees that the engine escalation provisions will be adjusted if they are changed by the engine manufacturer prior to signing the Option Aircraft Supplemental Agreement. In such case, the then-current engine escalation provisions in effect at the time of execution of the Option Aircraft Supplemental Agreement will be incorporated into such agreement.

  • When Adjustment Not Required If the Issuer shall take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend or distribution or subscription or purchase rights and shall, thereafter and before the distribution to stockholders thereof, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then thereafter no adjustment shall be required by reason of the taking of such record and any such adjustment previously made in respect thereof shall be rescinded and annulled.

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