Ratchet Sample Clauses

Ratchet. In the event the Company shall issue Shares, or securities convertible, exchangeable or exercisable into Shares (excluding in each case shares issued (i) in any of the transactions described in Subsections (a) and (b) above, (ii) upon exercise of options granted to the Company’s employees, directors, consultants or officers under a plan or plans or individual compensation arrangements adopted by the Company’s board of directors, if such shares would otherwise be included in this Subsection (c), (iii) upon conversion of shares or exercise of options and warrants outstanding as of the date hereof, or (iv) to shareholders of any Company which merges into the Company in proportion to their stock holdings of such Company immediately prior to such merger, upon such merger), for consideration per share, exercise price per share, conversion price per share or exchange price per share (as the case may be)(“Offering Price”) less than the then applicable Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Offering Price and the number of shares issuable upon exercise of this Warrant shall be proportionately increased immediately thereafter. Such adjustments shall be made successively whenever any such issuance is made.
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Ratchet. (a) For purposes of this Section 3.4, "Additional Shares of Common" means all shares of Common issued by the Company after the consummation of the transactions contemplated by the "Purchase Agreement" (as defined in Section 3.7 below), whether or not subsequently reacquired or retired by the Company, other than:
Sample 1
Ratchet. (a) In the event that an Investor, on the one hand, and the Company, on the other hand, disagree as to the amount or calculation of Audited Net Income (as defined in the Memorandum and Articles) for Fiscal Year 2009, Fiscal Year 2010, or Fiscal Year 2011 (each as defined in the Memorandum and Articles, each a “Relevant Fiscal Year”), such dispute shall be resolved by the Class B Majority Holders, on the one hand, and the Company, on the other hand, pursuant to Section 12.2, and the resolution pursuant to Section 12.2 shall be final and binding upon all of the Parties. (b) If any Force Majeure Event in respect of the Company occurs during any Relevant Fiscal Year, and there is sufficient evidence proving that such Force Majeure Event causes the Audited Net Income for such Relevant Fiscal Year to be lower than the applicable Target (as defined in the Memorandum and Articles) for such Relevant Fiscal Year, the Company, on the one hand, and the Class B Majority Holders, on the other hand, shall re-negotiate in good faith an adjustment to the Target for such Relevant Fiscal Year to reflect the effects of such Force Majeure Event, which adjustment as agreed to by the Company, on the one hand, and the Class B Majority Holders, on the other hand, shall be the new Target for such Relevant Fiscal Year. (c) For purposes of this Section 9.16, “Force Majeure Event” means an unavoidable catastrophe of general applicability beyond the reasonable control of the Company that interrupts the expected course of events and which materially and adversely affects the Company and the performance by the Company of its obligations under the Transaction Documents, such as natural disasters, wars, insurrections, and government restrictions (including the denial or cancellation of an export or other license necessary for the business operation of the Company Group) promulgated or implemented after the date hereof pursuant to a change of applicable Laws.
Sample 1
Ratchet. Great-West will compare the Covered Fund Value to determine if it exceeds the Benefit Base. On Initial Installment Date: 70 Year Old Single Covered Person Covered Fund Value = $108,000 Benefit Base = $120,000 10 YR = 5% XXX% = 5.5% (10 YR of 5% x Age Adjustment of [1.10]) XXX = $6,600 (XXX% of 5.5% x Benefit Base of $120,000) On 5th Anniversary of Initial Installment Date: Customer is now a 75 Year Old Single Covered Person Covered Fund Value – $90,000 Current 10 YR = 7%
Sample 1
Ratchet. 10.1 If at any time prior to the earlier of the Maturity Date and the Funding Event, the Borrower raises funds at a price per Common Share (the “Reduced Price”) less than the effective price paid by the Lenders upon acquisition of their Company Common Share in their prior investments, such price being the “Prior Investment Price”, the Borrower will reset the Prior Investment Price issuable to each Lender for the amount equal to the lower of the prior investment made by such Lender (in the case of Hanan the amount of $356,991 and in the case of A. Xxxxx the amount of $152,995 (for each, its “Prior Investment”)) and the amount invested by such Lender under this Agreement (such lower amount called the “ Covered Investment”). The incremental number of Common Shares to be issued to the Lender by the Borrower is (a) the Covered Investment divided by the Reduced Price less (b) the number of Common Shares previously issued by the Borrower in respect of the Covered Investment.
Sample 1

Related to Ratchet

  • Adjustment Factor The Bidder’s competitively bid price adjustment to the unit prices published in the Construction Task Catalog®.

  • ADJUSTMENT FACTORS The Contractor will perform any or all Tasks in the Construction Task Catalog for the Unit Price appearing therein multiplied by the following Adjustment Factors. See the General Terms and Conditions for additional information.

  • Conversion Price The conversion price in effect on any Conversion Date shall be equal to $0.03, subject to adjustment herein (the “Conversion Price”).

  • Adjustment Date 6 Advance.......................................................................6 Affiliate.....................................................................6 Agreement.....................................................................6

  • Adjustment of Number of Warrant Shares Issuable Upon Exercise of a Warrant and Adjustment of Exercise Price.

  • Interest Factor With respect to this Floating Rate Note, accrued interest is calculated by multiplying the principal amount of such Note by an accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day in the particular Interest Reset Period. The interest factor for each day will be computed by dividing the interest rate applicable to such day by 360, in the case of a Floating Rate Note as to which the CD Rate, the Commercial Paper Rate, the Federal Funds Open Rate, the Federal Funds Rate, LIBOR or the Prime Rate is an applicable Interest Rate Basis, or by the actual number of days in the year, in the case of a Floating Rate Note as to which the CMT Rate or the Treasury Rate is an applicable Interest Rate Basis. In the case of a series of Notes that bear interest at floating rates as to which the Constant Maturity Swap Rate is the Interest Rate Basis, the interest factor for each day will be computed by dividing the number of days in the interest period by 360 (the number of days to be calculated on the base is of a year of 360 days with twelve 30-day months (unless (i) the last day of the interest period is the 31st day of a month but the first day of the interest period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (ii) the last day of the interest period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month)). The interest factor for a Floating Rate Note as to which the interest rate is calculated with reference to two or more Interest Rate Bases will be calculated in each period in the same manner as if only the applicable Interest Rate Basis specified above applied.

  • Non pre-priced Adjustment Factor To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.1900.

  • Adjustment of Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company if any of the following events occurs, except that the Company shall not make any adjustments to the Conversion Rate if Holders participate (other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon the same terms as holders of the Common Stock and solely as a result of holding the Notes, in any of the transactions described in this Section 9.04, without having to convert their Notes as if they held a number of shares of Common Stock equal to the Conversion Rate, multiplied by the Principal Amount (expressed in thousands) of Notes held by such Holder. (a) If the Company exclusively issues shares of the Common Stock as a dividend or distribution on shares of the Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date of such dividend or distribution, or immediately prior to the open of business on the Effective Date of such share split or share combination, as applicable; CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such Effective Date, as applicable; OS0 = the number of shares of the Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such Effective Date, as applicable (before giving effect to any such dividend, distribution, split or combination); and OS1 = the number of shares of the Common Stock outstanding immediately after giving effect to such dividend, distribution, share split or share combination. Any adjustment made under this Section 9.04(a) shall become effective immediately after the close of business on the Record Date for such dividend or distribution, or immediately after the open of business on the Effective Date for such share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 9.04(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. (b) If the Company distributes to all or substantially all holders of the Common Stock any rights, options or warrants (other than pursuant to a stockholder rights plan) entitling them, for a period of not more than 45 calendar days after the announcement date of such distribution, to subscribe for or purchase shares of the Common Stock at a price per share that is less than the average of the Closing Sale Prices of the Common Stock for the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such distribution, the Conversion Rate shall be increased based on the following formula: where, CR0 = the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution; CR1 = the Conversion Rate in effect immediately after the close of business on such Record Date; OS0 = the number of shares of the Common Stock outstanding immediately prior to the close of business on such Record Date;

  • FORCE ADJUSTMENT General 11.01 When any condition arises which reduces the work load to the extent that, in the Company's opinion, force adjustment is warranted, the following shall apply: (a) If the contemplated adjustment to the force would involve the lay-off of 50 or more Regular employees from the bargaining unit within a period of 30 days, or alternatively the spreading of the equivalent work by part-timing, the Company shall endeavour to reach agreement with the Union as to whether a plan of part-timing, lay-offs, or a combination of the two shall be put into effect. (b) If the contemplated adjustment to the work force is less extensive than that described in subsection 11.01 (a), the Company shall not resort to lay-off of Regular employees or part-timing of Regular Full-Time employees, except with the agreement of the Union. 11.02 In the event that an agreement as to a plan cannot be reached under subsection 11.01 (a) within a period of 30 calendar days after the matter has been submitted to the Union, the Company may proceed on a plan of lay-off to the extent it deems necessary. 11.03 It is expressly understood, however, that if the Company proceeds on a plan of lay-off at the expiration of the 30 day period or later as prescribed in this Article, negotiations toward an agreement relating to a force adjustment plan shall be resumed at any time at the request of either party. Similarly, after agreement has been reached as to a plan of force adjustment either party may resume negotiations at any time in an effort to obtain agreement upon modifications of the plan then in effect.

  • Antidilution If the outstanding Common Stock is increased, decreased, changed into, or exchanged for a different number or kind of shares or securities through merger, consolidation, combination, exchange of shares, other reorganization, recapitalization, reclassification, stock dividend, stock split, or reverse stock split, an appropriate and proportionate adjustment shall be made in the number and type of shares subject to the Option. Any such adjustment in the Option shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each share covered by the Option. The foregoing adjustments and the manner of application of this section shall be determined solely by the Compensation Committee.

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