Reset Provisions Sample Clauses

Reset Provisions. The 2,000,000 shares of lnsynQ stock comprising Kaplan's portion due on compxxxxxx of the Share Swap Phase shall be entitled to a reset provision, InsynQ hereby covenants that if lnsynQ's share price for the previous 30 days is less than US$.50 one year from the Closing of this Transaction, then InsynQ will issue USC additional lnsynQ shares to retroactively augment the number of shares in the original share swap so that the total value of the shares is equivalent to $1,000,000 USD on said date. This reset is limited to the original shareholders of record on the day of closing.
Sample 1
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Reset Provisions. (a) On the date that is 180 days after the Issuance Date, and each 180th day thereafter during the Exercise Period, and on the Expiration Date (each, a “Reset Date”), the Exercise Price of the Warrant shall be reset as follows: (i) The Exercise Price of the Tranche I Warrant Shares shall be reset to the higher of (A) the lower of (x) the volume-weighted average price per share of the Common Stock during the 30-day period ending on the Reset Date, as reported on the relevant Bloomberg Screen “NKGN <Equity> AQR SEC” (or any successor thereto), and (y) the Exercise Price on the previous Reset Date (or, on the first Reset Date after the Issuance Date, the original Exercise Price) (the lower of (x) and (y), the “Test Price”) and (B) $5.00 (the “Downside Protection Threshold Price”) (the higher of (A) and (B), the “Reset Price”); (ii) The Exercise Price of the Tranche II Warrant Shares shall be reset to a price that is 125% of the Reset Price; and (iii) The Exercise Price of the Tranche III Warrant Shares shall be reset to a price that is 150% of the Reset Price. (b) Beginning on the date that is 180 days after the Issuance Date of the Warrants, to the extent the Company closes a sale and issuance of shares of Common Stock or securities of the Company that are convertible into or exercisable for shares of Common Stock at an effective price per share less than the then existing Reset Price (a “Dilutive Offering”), then the Exercise Price of the Warrant shall be reset (a “Dilutive Offering Reset”) upon the consummation of such Dilutive Offering (such date on which a Dilutive Offering occurs, a “Dilutive Offering Reset Date”) as follows; provided that, without limiting the foregoing, a Dilutive Offering Reset (for the avoidance of doubt) shall exclude (i) any equity line of credit, at the market offering or other similar financing, (ii) the grant, issuance, exercise or settlement of stock options or other equity awards under the Company’s equity compensation plans in effect immediately after the closing of the Business Combination or shares of Common Stock underlying warrants outstanding immediately after the closing of the Business Combination and (iii) Common Stock issued in connection with the Business Combination pursuant to the Agreement and Plan of Merger, dated as of April 14, 2023, by and among Xxxx Acquisition Corp. IV, a Delaware corporation (“GFOR”), Austria Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of GFOR (“Merger Su...
Sample 1
Reset Provisions. In the event that the average closing price of the Shares on the 10 trading days prior to the one year anniversary of the closing date (the “First Reset Price”) is less than $0.255 then Acquirer will issue to the shareholders of Acquiree additional shares of Common Stock or cash. The number of shares of Common Stock to be issued will equal the total number of shares issued in the transaction multiplied by $0..255 divided by the Reset Price less the total number of shares issued on the closing date. If it desires to do so, Acquirer may instead issue to the shareholders of Acquiree an amount of cash equal to the value of those additional shares of Common Stock based on the Reset Price. In the event that the average 60 day closing price of the Shares from 180 days to 240 days after the Closing date (the “Second Reset Price”) is greater than $0.50 then Acquiree shall surrender up to 20% of the Shares issued to Acquirer. The number of Shares to be surrendered will equal the same percentage increase of the difference between $0.50 and the Second Reset Price. The Second Reset Price and resulting surrender of shares shall occur no more than one time.
Sample 1
Reset Provisions. Remarketing provisions:
Sample 1
Reset Provisions. Borrower, Guarantors and their affiliates shall have satisfied their obligations, to Lender's satisfaction, under the "reset" provisions of the Asset Purchase Agreement dated July 5, 2001 between Acquisition, Heritage, Schroeder, Ashe and Neptune (Section 2.2(i) and (ii)), the Asset Xxxxxxxx Agxxxxent dated July 5, 2001 between Acquisition, CMC, Schroeder, Ashe and Neptune (Section 2,2(i) and (ii)), the Agreemenx xxx Xxxn xx Xerger dated July 5, 2000 between Acquisition, CMC, Wilhelm, Schroeder, Ashe and Neptune (Sections 2.69(a)(i) and (ii)), the Apogee Non-Coxxxxe Agreement dated July 5, 2001 (Sections 6(i) and (ii)), the Schroeder Non-Compete Agreement dated July 5, 2001 (Sections 6(i) xxx (xi)), and the Ashe Employment/Non-Compete Agreement dated July 5, 2001 (Sections 00(i) and (ii)).
Sample 1
Reset Provisions. In the event, during the period from the date hereof through June 30, 2003 (the “Reset Period”), the Company either: (a) offers for sale, whether privately or publicly, shares of its common stock, $0.01 par value (“Common Stock”), at a price per share of less than $0.50; (b) offers for sale, whether privately or publicly, warrants to purchase Common Stock (“Warrants”) with a per share exercise price of less than $0.57; or (c) offers securities equivalent to, exchangeable for or convertible into Common Stock at a price per share of less than $0.50 or Warrants with a per share exercise price of less than $0.57, then, in such an event, the Company shall: (a) reset the Unit Purchase Price set forth in paragraph 2(c) of the Terms and Conditions of the Bonds, and amended by paragraph 6 of the Bond Amendment Agreement, from $0.50 to the lowest per share price for the Common Stock offered during the Reset Period; and (b) reset the per share exercise price of the series F warrants issued hereunder and pursuant to paragraph 7 of the Bond Amendment Agreement from $0.57 to the lowest per share exercise price for the Warrants offered during the Reset Period. Upon any such resetting of the Unit Purchase Price and/or exercise price of the series F warrants, the Company shall issue to the Bondholders such additional shares of Common Stock and/or amended warrant certificates as may be necessary to give effect to the foregoing.
Sample 1
Reset Provisions. In the event of a transaction in excess of $20 million in Aggregate Consideration, or in the event of a full auction sale of the Company, the Compensation payable to Semaphore shall be (a) a Cash Success Fee equal to 2% of the aggregate consideration of such Transaction, except that in the case of a full auction sale of the Company, the Cash Success Fee shall not be less than $600,000 and (b) warrants, calculated pursuant to the same formula used in subparagraph IV above. Other transactions, if any, and the formula used in subparagraphs (ii) and (iv) of this Subsection C, shall not be otherwise taken into account in calculating the Reset Provision.
Sample 1
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Reset Provisions. (a) The C/E Price will be automatically reset to the lower of $1.25 or 80% of the average of the Market Prices for the 30 trading days of the Company's Common Stock, immediately preceding the date which is 180 days from the date of issuance of the Notes and Warrants hereunder. (b) The C/E Price and the Conversion Price for the Preferred and the Option Exercise Price shall also be reset in accordance with the foregoing Section 2.4(a) upon the delisting of the Common Stock of the Company from NASDAQ, except that the percentage of average Market Prices used in such reset calculations shall be 60% instead of 80%.
Sample 1
Reset Provisions. The Conversion Price will be automatically reset to the lower of $1.25 or 80% of the Market Price of the Company's Common Stock, on the date which is 180 days from the date of issuance of this Note hereunder. To the extent that principal or interest is due and owing with respect to this Note on the date of maturity hereof, the Conversion Price shall be reset to the lower of $1.25 or 80% of the Market Price on such date and thereupon the Purchasers' option to convert this Note shall be extended an additional 30 days. In addition, this Note shall also be entitled to the benefits of any other reset provisions provided in the Agreement.
Sample 1

Related to Reset Provisions

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Lock-Up Provisions (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

  • Callout Provisions An employee who is called back to work outside her regular working hours shall be compensated for a minimum of three (3) hours at the applicable overtime rates. She shall be compensated from the time she leaves her home to report for duty until the time she arrives back upon proceeding directly to and from work.

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