MARKET PRICE DECLINE Sample Clauses

MARKET PRICE DECLINE. By the Company, if the Average Closing Price shall be less than $10.00. If the Company elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give to Heritage written notice on or before the second day after the Determination Date. During the three-day period commencing on the date of such notice, Heritage shall have the option of increasing the Merger Consideration pursuant to Section 2.1(A)(3) of this Plan. If Heritage makes an election contemplated by the preceding sentence, within such three-day period, it shall give prompt written notice to Company of such election, whereupon no termination shall have occurred pursuant to this Section and this Agreement shall remain in effect in accordance with its terms.
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MARKET PRICE DECLINE. By the Company, if the Average Closing Price shall be less than $11.25. If the Company elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give to Heritage written notice on or before the second day after the Determination Date. During the three-day period commencing on the date of such notice, Heritage shall have the option of adjusting the Company Option Conversion Ratio and the Company Common Stock Conversion Ratio so that the Valuation Price shall equal $11.25. If Heritage makes an election contemplated by the preceding sentence, within such three-day period, it shall give prompt written notice to Company of such election and the revised Company Option and Company Common Stock Conversion Ratios, whereupon no termination shall have occurred pursuant to this Section and this Agreement shall remain in effect in accordance with its terms (except as the Company Option and Company Common Stock Conversion Ratios shall have been so modified), and any references in this Agreement to "Company Option Conversion Ratio" or "Company Common Stock Conversion Ratio" shall thereafter be deemed to refer to such ratios as adjusted pursuant to this Section. If Heritage declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date hereof and the Determination Date, the prices for Heritage Common Stock shall be appropriately adjusted for the purposes of applying this Section.

Related to MARKET PRICE DECLINE

  • Market Price as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

  • Price Decreases The following price decrease terms will apply to the Contract:

  • Current Market Price (i) For the purpose of any computation hereunder, other than computations made pursuant to Section 11(a)(iii) (Adjustment of Purchase Price; ----------------------------- Number and Kind of Shares or Number of Rights -- Certain Adjustments) the --------------------------------------------- ------------------- Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the thirty (30) consecutive Trading Days immediately prior to such date, and for purposes of computations made pursuant to Section 11(a)(iii) the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices per share of such Common Stock for the ten (10) consecutive Trading Days immediately following such date; provided, however, -------- ------- that in the event that the Current Market Price per share of the Common Stock is determined during a period following the announcement by the issuer of such Common Stock of (A) a dividend or distribution on such Common Stock payable in shares of such Common Stock or securities convertible into shares of such Common Stock (other than the Rights), or (B) any subdivision, combination or reclassification of such Common Stock and the ex-dividend date for such dividend or distribution, or the record date for such subdivision, combination or reclassification shall not have occurred prior to the commencement of the requisite thirty (30) Trading Day or ten (10) Trading Day period, as set forth above, then, and in each such case, the Current Market Price shall be properly adjusted to take into account ex-dividend trading. The closing price for each Trading Day shall be the last sale price, regular way, or, in case no such sale takes place on such Trading Day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the shares of Common Stock are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the shares of Common Stock are listed or admitted to trading or, if the shares of Common Stock are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as

  • PRICE/DELIVERY Price(s) bid must be the price(s) for new goods, unless otherwise specified. Any bids containing modifying or “escalator” clauses will not be considered unless specifically requested in the bid specifications.

  • Price If pricing is not stated on this Order or in an executed procurement agreement, then Supplier’s pricing shall not exceed the lowest prices charged by Supplier to other similarly situated customers. Except as otherwise provided in this Order, such prices are inclusive of applicable value added tax and other similar taxes (collectively “VAT”), freight charges and duties.

  • Sale Price For the sum of ($ ) payable as follows: ten thousand dollars ($10,000) down payment due immediately with the signing of this contract by the BUYER, with the remaining balance to be paid at closing. This contract is not assignable or contingent upon any appraisal, financing, or inspection.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • SHARE PRICE The price per Share shall be determined by reference to trades on the Fund’s primary exchange. In no event shall the price be less than the current net asset value per share plus the per share amount of the commission to be paid to you (the “Minimum Price”). You shall suspend the sale of Shares if the per share price of the Shares is less than the Minimum Price.

  • Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D.

  • Floor Price BNYMCM shall not sell Common Shares below the Floor Price during any Selling Period, as such Floor Price may be adjusted by the Company at any time during any Selling Period upon notice to BNYMCM and confirmation to the Company.

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