Price Reset Sample Clauses

Price Reset. The conversion price of all outstanding notes payable to the Secured Lenders is reset to the lesser of (i) $0.50 or (ii) seventy percent (70%) of the three (3) lowest closing bid prices for the ten (10) days prior to the conversion or exercise date and the exercise price of all outstanding warrants issued to the Secured Lenders is reset to the $0.50.
Sample 1
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Price Reset. (a) If, during the period commencing on the date hereof and ending 18 months thereafter (the “Price Reset Period”), the Company consummates an initial public offering of its equity securities registered under the Securities Act or any similar law of any other jurisdiction (an “IPO”) and the initial offering price per share (the “IPO Price”) in such IPO is lower than the Price Reset Threshold Price then in effect, then the Sellers, severally and not jointly, shall transfer to the New Shareholder for no consideration from the New Shareholder, in proportion to the Shares sold by the Sellers pursuant to the Stock Purchase Agreement (with such transfer being structured in a manner so as to minimize any adverse tax impact on the New Shareholder and the Sellers), IPO Shares in an amount equal to the difference between (x) the product of (A) the aggregate number of Purchased Shares and Newly Issued Shares (as such terms are defined in the Stock Purchase Agreement) purchased by the New Shareholder from the Sellers and the Company pursuant to the Stock Purchase Agreement as adjusted pursuant to Article III of the Joinder Agreement (such number, the “Base Share Number”), multiplied by the Purchase Price then in effect (i.e., as adjusted pursuant to Article III of Exhibit D to Joinder Agreement), divided by (B) 80% of the IPO Price, minus (y) the Base Share Number. For purposes of clarity, the number of IPO Shares an individual Seller would be required to transfer to the New Shareholder pursuant to this Section 1.1(a) shall be equal to the total number of IPO Shares to be transferred as calculated pursuant to the preceding sentence multiplied by a fraction, the numerator of which is the number of Purchased Shares sold by such Seller pursuant to the Stock Purchase Agreement and the denominator of which is the aggregate number of Purchased Shares sold by all of the Sellers pursuant to the Stock Purchase Agreement. Nothing in this Section 1.1(a) shall be construed as a right of the New Shareholder to request the sale of any of the IPO Shares held by the New Shareholder in any IPO of the Company. (b) If, during the Price Reset Period, the Company consummates an IPO and the IPO Price in such IPO is greater than the Price Reset Threshold Price then in effect, then the New Shareholder shall return to the Sellers for no consideration from them in proportion to the Purchased Shares sold by the Sellers pursuant to the Stock Purchase Agreement (with such transfer being structure...
Sample 1

Related to Price Reset

  • PRICE CEILING Although Contractor may offer lower prices to Purchasers, during the term of this Master Contract, Contractor guarantees to provide the Goods/Services at no greater than the prices set forth in Exhibit B – Prices for Goods/Services (subject to economic adjustment as set forth herein).

  • 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.

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

  • Price Reduction Notwithstanding any other provision set forth in this Warrant, at any time and from time to time during the period that this Warrant is exercisable, the Company in its sole discretion may reduce the Purchase Price or extend the period during which this Warrant is exercisable.

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

  • PURCHASE PRICE & TERMS The Buyer agrees to purchase the Property by payment of US Dollars ($ ) as follows: (check one) ☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property. Buyer shall provide Seller written third (3rd) party documentation verifying sufficient funds to close no later than , 20 , at : ☐ AM ☐ PM. Seller shall have three (3) business days after the receipt of such documentation to notify Buyer, in writing, if the verification of funds is not acceptable. If Buyer fails to provide such documentation, or if Seller finds such verification of funds is not acceptable, Seller may terminate this Agreement. Failure of Seller to provide Buyer written notice of objection to such verification shall be considered acceptance of verification of funds.

  • Tender Price The total price of our Tender, excluding any discounts offered in item (f) below is:

  • Market Value Adjustment Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

  • Price Changes Our storage charges will be as quoted to You for the first 26 weeks of storage. After 26 weeks, We may change the storage charges from time to time on giving 28 days’ written notice to You.

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