Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination. Upon such reset of the Exercise Price pursuant to this Section 3(j), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 3(j). For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 3(j), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.
Reset. Provided the Holder has acquired from the Borrower a Note in the principal amount of not less than $30,000, then for so long as this Note is outstanding, if from and after the Issue Date of this Note the Holder converts any or all of a Debenture, then with respect to an aggregate amount of such conversions of the Debenture not exceeding the initial Principal Amount of this Note, upon the occurrence of a Dilutive Issuance (as defined in the Debenture), Borrower shall issue to Holder additional shares of Common Stock (the “Additional Shares”) for no additional consideration, so that the average price per share of the shares of Common Stock issued and issuable upon the aforedescribed conversion of the Debenture when added to the Additional Shares shall be equal to the Base Conversion Price (as defined in the Debenture).
Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lower of (a) the Exercise Price then in effect (after taking into account and adjusting for the reverse stock split) and (b) 100% of the applicable Reset Price determined as of the applicable date of determination.
Reset. The Construction Manager’s Fee shall be subject to adjustment as may be required in accordance with the provisions of the Contract Documents listed in Article A-4 of the Agreement – CONTRACT DOCUMENTS.
Reset. 4 In overview
Reset. (a) If, from the date hereof until the earlier of the (i) Net Income Drop Away Date and (ii) third anniversary of the Closing Date:
(1) the Company issues or sells, or agrees to issue or sell, in one or more transactions, more than an aggregate of $300,000,000 of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) (excluding up to an aggregate of $25,000,000 of Common Stock or other equity securities and/or options or other rights in respect thereof to be offered to directors, employees or consultants of the Company or its direct or indirect Subsidiaries pursuant to employee benefit plans, employment agreements or other customary compensatory plans or arrangements) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or
(2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”), then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the second business day following the later of (x) the determination of the Market Price of a share of Common Stock specified below in this Section 4.11 and (y) the stockholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment (but only by delivering shares of Common Stock or, as provided in and subject to Section 4.12, shares of Substitute Preferred Stock or shares of such other class of preferred stock as is described in Section 4.12(d)(ii)) to Purchaser (the “Reset Payment”) equal to the product of (i) an amount equal to the (x) Reference Purchase Price minus the greater of (1) $2.50 and (2) the Reset Price, divided by (y) the Reference Purchase Price and (ii) the Reset Purchase Price, grossed up as required to compensate Purchaser for any diminution in value in the Securities resulting from such Reset Payment. Subject to the provisions of Section 4.12, any such Reset Payment shall be paid by delivering to Purchaser shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day pri...
Reset. 13.1 The Reinsurer shall enter into a Calculation Agent Agreement with the Calculation Agent pursuant to which the Calculation Agent will perform a Reset on each Reset Calculation Date, as more fully described in the Calculation Agent Agreement.
13.2 In performing each Reset, the Calculation Agent will use its most current commercially released update to the 2008 RMS Industry Exposure Database and will reflect all commercially released revisions to the 2008 RMS Industry Exposure Database by the Calculation Agent as of the applicable Reset Calculation Date, if any.
13.3 Prior to any Reset Calculation Date, the Ceding Insurer may, at its option, update the Payout Factors for each state in the Covered Area, provided, however, that no payout factor may change by more than 25% from its value at the Effective Date. If the Ceding Insurer elects to update the Payout Factors, the Ceding Insurer shall deliver a notice exercising such option to the Reinsurer and the Calculation Agent substantially in the form attached hereto as Exhibit C (“Payout Factors Update Notice”), together with the Updated Payout Factors. The notice must be delivered no later than 15 calendar days prior to the applicable Reset Calculation Date. The Updated Payout Factors will be applied during the Reset and will become effective as of the Reset Effective Date.
13.4 Prior to any Reset Calculation Date, the Ceding Insurer may, at its option, also update the Florida Inuring Coverage Attachment, the Florida Inuring Coverage Exhaustion and the Florida Inuring Coverage Percentage. If the Ceding Insurer elects such an update, it shall deliver a notice exercising such option and stating such Updated Florida Inuring Coverage Attachment, Updated Florida Inuring Coverage Exhaustion and Updated Florida Inuring Coverage Percentage to the Calculation Agent and the Reinsurer in substantially the form attached hereto as Exhibit D (“Florida Inuring Coverage Update Notice”). Such notice must be delivered no later than 15 calendar days prior to the applicable Reset Calculation Date. The Updated Florida Inuring Coverage Attachment, Updated Florida Inuring Coverage Exhaustion and the Updated Florida Inuring Coverage Percentage will become effective as of the Reset Effective Date.
13.5 Pursuant to the Calculation Agent Agreement, on each Reset Calculation Date, using the Updated Industry Exposure Data as of the applicable Reset Calculation Date, the Updated Payout Factors, if any, the Updated Florida Inuring Covera...
Reset. If at any time while this Warrant remains outstanding the Company should issue in excess of 100,000 shares of Common Stock (including, upon conversion of any note or exercise of any option or warrant granted after the date hereof) and/or any preferred stock which is convertible into in excess of 100,000 shares of Common Stock (either in one transaction or a series of related transactions) and the equivalent price per share of Common Stock (the "Per Share Issuance Price") received by the Company for the issuance of such securities is less than the Purchase Price, then in effect, then, and in such event, the Purchase Price shall be reduced to the Per Share Issuance Price; provided however that no adjustment shall be made in the number of Warrant Shares to which this Warrant applies. The provisions of the preceding sentence shall not apply to the issuance of any shares of Common Stock in connection with (i) any options granted to employees, directors or consultants or (ii) the acquisition of any business or assets.
