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 Leverage Ratio, for the two 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 $300,000,000 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. It is understood and agreed that, as of the Closing Date, none of the $300,000,000 basket amount in the definition of “Specified Restricted Use Conditions” shall be deemed to have been used solely as a result of the implementation of the Reset Provision under the Existing Credit Agreement or as a result of any amount expended on any Specified Restricted Use that was reset pursuant to such implementation.
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
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. 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. 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. On the 30-day anniversary of the Original Issue Date, the Conversion 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 Original Issue Date); provided, however, that the adjusted Conversion Price determined pursuant to this Section 5(e)(i) 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 Original Issue Date).
Sample 1
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Related to Reset Provision

  • Payment Provisions The Company covenants that so long as this Note is outstanding:

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

  • Lock-Up Provision The Employee hereby agrees that in the event of any underwritten public offering of Common Stock, including an initial public offering of Common Stock, pursuant to an effective registration statement filed under the Securities Act (whether before or after the lapse of the Forfeiture Restrictions with respect to any of the Restricted Shares), the Employee shall not effect any public sale or distribution of Common Stock or of any securities convertible into or exchangeable or exercisable for Common Stock or hedging transactions relating to Common Stock, including a sale pursuant to Rule 144 under the Securities Act, during the period beginning 14 days prior to the expected date of “pricing” of such public offering and continuing for a period not to exceed 180 days after the date of the final prospectus (or prospectus supplement if the offering is made pursuant to a “shelf” registration statement) as may be established by the underwriter(s) for such public offering (the “Lock-Up Period”); provided, however, that if (i) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to the Company occurs or (ii) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, unless the managing underwriter(s) of such underwritten public offering waive, in writing, such extension. If and to the extent requested by the managing underwriter(s), the Employee agrees to execute an agreement to the foregoing effect with the underwriter(s) for such public offering on such terms as the managing underwriter(s) shall reasonably request (with such modification as reasonably requested by such managing underwriter(s) to take into consideration then existing rules of an applicable securities exchange regarding research analyst publications). The limitations contained in this Section 3(g) shall not apply to any shares registered in such public offering under the Securities Act.

  • 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 Any subordination provision in any document or instrument governing Indebtedness that is purported to be subordinated to the Obligations or any subordination provision in any subordination agreement that relates to any Indebtedness that is to be subordinated to the Obligations, or any subordination provision in any guaranty by any Loan Party of any such Indebtedness, shall cease to be in full force and effect, or any Person (including the holder of any such Indebtedness) shall contest in any manner the validity, binding nature or enforceability of any such provision; or

  • 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.

  • Conflict Provision This Intellectual Property Security Agreement has been entered into in conjunction with the provisions of the Guarantee and Collateral Agreement and the Credit Agreement. The rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in addition to those set forth in the Guarantee and Collateral Agreement and the Credit Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Intellectual Property Security Agreement are in conflict with the Guarantee and Collateral Agreement or the Credit Agreement, the provisions of the Guarantee and Collateral Agreement or the Credit Agreement shall govern.

  • Invalidity of Subordination Provisions, etc Any subordination provision in any document or instrument governing Subordinated Debt, or any subordination provision in any guaranty by any Subsidiary of any Subordinated Debt, shall cease to be in full force and effect, or any Loan Party or any other Person (including the holder of any applicable Subordinated Debt) shall contest in any manner the validity, binding nature or enforceability of any such provision.

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