Reset Provision Sample Clauses

Reset Provision. On the 30-day anniversary of the Initial Exercise Date, the Exercise Price shall be reset to equal the average of the daily VWAPs for the immediately preceding five Trading Days if such average is less than $2.80 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Initial Exercise Date); provided, however, that the adjusted Exercise Price determined pursuant to this Section 11(a) shall not be less than $1.80 (subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions affecting the number of outstanding shares of the Common Stock that occur after the Initial Exercise Date).
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Reset Provision. At any time, and from time to time, if the Total Net Leverage Ratio, for the two (2) most recently ended fiscal quarters (as evidenced by financial statements delivered pursuant to Section 6.1.1 (Delivery of Quarterly Financial Statements) or Section 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification), as applicable, for such quarters and the delivery of an Officer’s Compliance Certificate pursuant to Subsection 6.1.3 (Delivery of Officer’s Compliance Certificates) is less than 2.75 to 1.00, the Borrower may make an election (the date of any such election being a “Reset Election Date”) by delivering a notice to the Administrative Agent certifying that the conditions to the election have been satisfied and directing the Administrative Agent to reset the amount referenced in clause (c) of the definition of Specified Restricted Use Conditions to be reset at $400,000,000 and the amount permitted for each of the Specified Restricted Uses shall be reset to the amount set forth in this Agreement therefor on the Closing Date. On each Reset Election Date, the amount referenced in clause (c) of the definition of Specified Restricted Use Conditions and in each of the provisions referenced in the definition of Specified Restricted Uses shall be so reset to the full amount available as of the Closing Date, enabling the Borrower to use such provisions after such Reset Election Date as if no Restricted Payments or Investments had been made in reliance on such provisions prior to such Reset Election Date.
Sample 1
Reset Provision. One year from the date of Closing, there will be a one time recalculation of pricing based upon the average for each of the 20 previous trading days of the daily volume weighted average price of the common stock of the Company, as reported by Bloomberg Financial using the VAP function (the "VAP"). If the VAP is less than $2.50 per share of common stock of the Company, additional shares shall be issued to each Holder valued at the VAP to make up the difference for all Company Common Stock then held, in order for the total value of the Company Common Stock held by each Holder after issuance of the VAP additional shares to be equal to the product resulting from the number of shares of Company Common Stock held by such Holder immediately prior to such issuance multiplied by $2.50. Accordingly, the formula to be used to determine the number of additional shares at VAP to be issued to each Holder is as follows: the Number of Additional Shares of Common Stock of the Company to be issued to each Holder = Number of Shares of Company Common Stock held by such Holder immediately prior to such issuance multiplied by ($2.50 - VAP) / VAP. For example, if VAP were $2.00 and a Holder owned 100 shares, the Additional Shares of Common Stock to be issued to such Holder would be 25. All shares of common stock of the Company issued pursuant to this Section 2.3 shall thereafter be deemed Company Common Stock.
Sample 1
Reset Provision. TR Mining has previously commissioned a reserve study by Geological and Geographical Solutions, dated 2019 (the “Reserve Study”), which estimates the total probable reserve at 213 Mt (million metric tons), with that comprising Iron Ore, Magnetite, and heavier black minerals found within the Special Exclusive Prospecting License No. 611 (the “SEPL) to be a minimum of 106 Mt (the “Iron Ore and Magnetite Reserve”, and all other products other than Iron Ore and Magnetite being the “Other Mineral Reserve”). Should TR Mining loose its rights or ownership to the SEPL, the lease(s) within the SEPL, any permit(s) or license(s) of the reserves within the SEPL (now or in the future), not be able to obtain a mining license for substantially the same reserve, should the reserve be un-mineable or uneconomical, or should the reserve estimates in the Reserve Study be adjusted downward by greater than 30.0% of the Reserve Study, then the TR Mining Shareholders must, immediately and without notice, each return 90.0% of the ACC Shares received by each of the TR Mining Shareholders. The reset provision rights under this Section 3(i) will expire three years after the Effective Date. Concurrent with the Effective Date, as a condition to entering into this Agreement, and prior to the issuance of any of the ACC Shares to any TR Mining Shareholder, each TR Mining Shareholder will execute a limited power of attorney, attached as Exhibit B hereto, that may be used by ACC to effect any share resets under this Section.
Sample 1
Reset Provision. In the event that on the earlier of (a) the effective date of the registration of the Common Shares and Warrant Shares pursuant to the Registration Statement or (b) the first (1st) annual anniversary of the Closing Date (either date, the "RESET DATE"), the average of the closing bid prices for the Company's Common Stock as quoted on the Principal Market for the twenty (20) trading days immediately preceding the Reset Date is less than $2.053 per share, then the Company shall immediately issue additional shares of Company Common Stock to the Buyer equal to the Reset Share Amount. The "RESET SHARE AMOUNT" shall equal the sum of (1) the amount determined by dividing the Reset Price (defined below) into the Buyer's Purchase Price, less (2) the number of Common Shares purchased by the Buyer from the Company on the Closing Date. Any such additional shares of Company Common Stock issued to the Buyer pursuant to this Section 10 shall be deemed to be Common Shares for purposes of this Agreement and shall have the registration rights set forth in the Registration Rights Agreement. For purposes of this Section 10, "RESET PRICE" means the greater of (i) the product derived by multiplying (A) eighty-five percent (85%) by (B) the average of the closing bid prices for the Company's Common Stock as quoted on the Principal Market for the twenty (20) trading days immediately preceding the Reset Date or (ii) $1.0265 per share; provided, however, that in no event shall the Reset Price be greater than $2.053 per share.
Sample 1
Reset Provision. The Company and the Investors hereby acknowledge that the investment called for by this Agreement is being made in connection with the engagement by the Company of J.C. Xxxxxxxx & Xo., L.L.C. ("Bradford") to act as financial advisor to the Company. Among other things, Bradford has been retained to assist the Company in a private placement of equity securities, which may include one or more additional series of convertible preferred stock of the Company (any such transaction, if consummated, a "Bradford Placement"). The Company and the Investors agree that in the event of any Bradford Placement involving convertible preferred stock of the Company, the rights and preferences of the Series A Convertible Preferred Stock (but not the purchase price therefor) shall be automatically amended to be identical to the rights and preferences agreed to in the Bradford Placement. The Company and the Investors shall cooperate in good faith to prepare and execute appropriate documentation regarding such amended rights and preferences, and shall make all necessary filings in connection therewith. In the event of any Bradford Placement not involving convertible preferred stock of the Company, the Company and the Investors shall negotiate in good faith to conform the rights and preferences of the Series A Convertible Preferred Stock to the rights and preferences agreed to in the Bradford Placement , and the Company and the Investors shall cooperate in good faith to prepare and execute appropriate documentation regarding such amended rights and preferences, and shall make all necessary filings in connection therewith.
Sample 1

Related to Reset Provision

  • Payment Provisions Payment shall be made in accordance with Chapter 2251 of the Texas Government Code, commonly known as the Texas Prompt Payment Act. Chapter 2251 of the Texas Government Code shall govern remittance of payment and remedies for late payment and non-payment.

  • Interest Provisions Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section 3.2.

  • Put Provisions Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

  • Default Provisions In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

  • Invalidity of Subordination Provisions The subordination provisions of any agreement or instrument governing any Subordinated Indebtedness shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement or such subordination provisions.

  • Adjustment Provisions This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

  • Amendment Provision The term "Note" and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

  • Final provision 1. This Agreement shall be deposited with the Secretary General of the ASEAN Secretariat who shall promptly furnish a certified copy thereof to each Member State.

  • Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan.

  • Redemption Provisions Notwithstanding any provision to the contrary contained in the Certificate of Incorporation of Borrower, as amended from time to time (the “Charter”), if, pursuant to the redemption provisions contained in the Charter, Lender is entitled to a redemption of its Warrant, such redemption (in the case of Lender) will be at a price equal to the redemption price set forth in the Charter (the “Existing Redemption Price”). If, however, Lender delivers written notice to Borrower that the then current regulations promulgated under the SBIC Act prohibit payment of the Existing Redemption Price in the case of an SBIC (or, if applied, the Existing Redemption Price would cause the Series C Preferred Stock to lose its classification as an “equity security” and Lender has determined that such classification is unadvisable), the amount Lender will be entitled to receive shall be the greater of (i) fair market value of the securities being redeemed taking into account the rights and preferences of such securities plus any costs and expenses of the Lender incurred in making or maintaining the Warrant, and (ii) the Existing Redemption Price where the amount of accrued but unpaid dividends payable to the Lender is limited to Borrower’s earnings plus any costs and expenses of the Lender incurred in making or maintaining the Warrant; provided, however, the amount calculated in subsections (i) or (ii) above shall not exceed the Existing Redemption Price.

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