MINIMUM IPO PRICE Sample Clauses

MINIMUM IPO PRICE. The Registration Statement filed by the ----------------- Acquirer with the SEC in connection with the IPO shall have become effective and there shall be no other impediments to the closing of the IPO. Notwithstanding the foregoing, the provisions of this Section 8.2(d) may be waived by the -------------- Majority Co-Transferors in the event that the following conditions have been attained: (i) Acquirer is able to fund the Cash Portion of the Transfer Consideration through a private equity investment in the capital stock of the Acquirer or through borrowed money; (ii) the Transferors receive the Stock Portion of the Transfer Consideration on a basis reasonably equivalent to what they would have received in an IPO; (iii) the Transferors will receive the right to obtain liquidity for the Stock Portion of the Transfer Consideration within a reasonably short period of years following the Closing; and (iv) following the Closing, the Acquirer will have access to cash or availability under debt facilities or equity financing commitments sufficient to enable it to provide a reasonable amount of financing for working capital, equipment upgrades and future acquisitions for the USI and the other subsidiaries of the Acquirer; provided, however, that USI may elect not to participate in any private equity investment described in this Section 8.2(d). --------------
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MINIMUM IPO PRICE. The Registration Statement shall have become ----------------- effective and there shall be no other impediments to the closing of the IPO.
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MINIMUM IPO PRICE. The minimum IPO price per share of Clarant Common Stock for purposes of this Agreement shall be $9.90. EXHIBIT 3.3
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MINIMUM IPO PRICE. The Registration Statement filed by the ----------------- Acquirer with the SEC in connection with the IPO shall have become effective and there shall be no other impediments to the closing of the IPO. The Company understands that any valuation above $10.00 per share is retained by the Stockholders as additional value and that it is the goal of Acquirer to have its underwriter offer the shares at the mid-point range of the valuation (i.e., $10.00 per share) at the IPO. If the IPO is priced below $8.00 per share, Acquirer will increase the number of shares given to the Stockholders such that the Stockholders will receive the same economic benefit in dollar terms as if the IPO price had been $10.00 per share. For example, if the IPO price is $8.00 per share, Acquirer will increase the number of shares given to the Stockholders by 25% to achieve the minimum valuation requirement and the Stockholders would be bound to participate in the offering. Notwithstanding the foregoing, the provisions of this Section 8.2(d) may be waived by the Majority Co-Transferors -------------- in the event that the following conditions have been attained: (i) Acquirer is able to fund the Cash Portion of the Transfer Consideration through a private equity investment in the capital stock of the Acquirer or through borrowed money; (ii) the Transferors receive the Stock Portion of the Transfer Consideration on a basis reasonably equivalent to what they would have received in an IPO; (iii) the Transferors will receive the right to obtain liquidity for the Stock Portion of the Transfer Consideration within a reasonably short period of time following the Closing; and (iv) following the Closing, the Acquirer will have access to cash or availability under debt facilities or equity financing commitments sufficient to enable it to provide a reasonable amount of financing for working capital, equipment upgrades and future acquisitions for SUPERNET and the other subsidiaries of the Acquirer.
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Related to MINIMUM IPO PRICE

  • Offering Price Shares of any class of the Fund offered for sale by you shall be offered for sale at a price per share (the "offering price") approximately equal to (a) their net asset value (determined in the manner set forth in the Fund's charter documents) plus (b) a sales charge, if any and except to those persons set forth in the then-current prospectus, which shall be the percentage of the offering price of such Shares as set forth in the Fund's then-current prospectus. The offering price, if not an exact multiple of one cent, shall be adjusted to the nearest cent. In addition, Shares of any class of the Fund offered for sale by you may be subject to a contingent deferred sales charge as set forth in the Fund's then-current prospectus. You shall be entitled to receive any sales charge or contingent deferred sales charge in respect of the Shares. Any payments to dealers shall be governed by a separate agreement between you and such dealer and the Fund's then-current prospectus.

  • Public Offering Price Except as otherwise noted in the Issuer’s current Prospectus and/or Statement of Additional Information, all shares sold to investors by Distributors or the Issuer will be sold at the public offering price. The public offering price for all accepted subscriptions will be the net asset value per share, as determined in the manner described in the Issuer’s current Prospectus and/or Statement of Additional Information, plus a sales charge (if any) described in the Issuer’s current Prospectus and/or Statement of Additional Information. The Issuer shall in all cases receive the net asset value per share on all sales. If a sales charge is in effect, Distributors shall have the right subject to such rules or regulations of the Securities and Exchange Commission as may then be in effect pursuant to Section 22 of the Investment Company Act of 1940 to pay a portion of the sales charge to dealers who have sold shares of the Issuer. If a fee in connection with shareholder redemptions is in effect, the Issuer shall collect the fee and, unless otherwise agreed upon by the Issuer and Distributors, the Issuer shall be entitled to receive all of such fees.

  • Minimum Cash A. Minimum daily balance of cash and Permitted Cash Equivalent Investments of Borrower and its Subsidiaries during the most recently ended fiscal quarter of Borrower: $

  • Minimum Current Ratio Permit the Current Ratio at the end of any fiscal quarter to be less than 1.00 to 1.00.

  • Adjustment of Minimum Quarterly Distribution and Target Distribution Levels (a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Securities in accordance with Section 5.10. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be adjusted proportionately downward to equal the product obtained by multiplying the otherwise applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, as the case may be, by a fraction of which the numerator is the Unrecovered Capital of the Common Units immediately after giving effect to such distribution and of which the denominator is the Unrecovered Capital of the Common Units immediately prior to giving effect to such distribution.

  • Minimum Adjusted EBITDA As of any date of determination from and after April 1, 2008, if Borrowers do not have Net Debt in an amount less than $4,000,000 at all times during the most recently completed fiscal quarter, then Borrowers shall not fail to achieve Adjusted EBITDA, measured on a quarter-end basis, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto (and the failure to do so shall be deemed an Event of Default): Applicable Amount Applicable Period $(1,234,000) For the 3 month period ending March 31, 2008 $(1,246,000) For the 6 month period ending June 30, 2008 $(200,000) For the 9 month period ending September 30, 2008 $(839,000) For the 12 month period ending December 31, 2008 $(750,000) For the 12 month period ending March 31, 2009 17 Applicable Amount Applicable Period $(500,000) For the 12 month period ending June 30, 2009 $(150,000) For the 12 month period ending September 30, 2009 $150,000 For the 12 month period ending December 31, 2009 $350,000 For the 12 month period ending March 31, 2010 $550,000 For the 12 month period ending June 30, 2010 $750,000 For the 12 month period ending September 30, 2010 $950,000 For the 12 month period ending December 31, 2010 and for each 12 month period ending as of the last day of each fiscal quarter thereafter

  • Minimum Adjustment The adjustments required by the preceding sections of this Article IV shall be made whenever and as often as any specified event requiring an adjustment shall occur, except that no adjustment of the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants that would otherwise be required shall be made unless and until such adjustment either by itself or with other adjustments not previously made increases or decreases by at least 1% the Exercise Price or the number of shares of Common Stock issuable upon exercise of the Warrants immediately prior to the making of such adjustment. Any adjustment representing a change of less than such minimum amount shall be carried forward and made as soon as such adjustment, together with other adjustments required by this Article IV and not previously made, would result in a minimum adjustment. For the purpose of any adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence. In computing adjustments under this Article IV, fractional interests in Common Stock shall be taken into account to the nearest one-hundredth of a share.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Minimum Sales 4.1 The minimum volume of sales of the Products that CSR commits to use its best efforts to achieve in the Territory on an annual basis in the first Agreement Year is 60,000 gallons (avg. 5,000 gallons per month). RCAI will review the annual volumes of sales of the Products prior to the beginning of any successive term during which this Agreement may continue and RCAI may change and adjust such minimums as it, in its sole judgment, sees fit.

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