Restatements. Each Lender and the Administrative Agent hereby acknowledge and agree that Holdings and its Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or the interpretation thereof or purchase accounting adjustments and that such restatements on their own will not result in a Default or Event of Default under the Loan Documents.
Restatements. Any officer of the Trust is authorized from time to time to restate this Declaration into a single instrument to reflect all amendments hereto made in accordance with the terms hereof. The Certificate of Trust of the Trust may be restated and/or amended by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such restatement and/or amendment shall be effective immediately upon filing with the Office of the Secretary of the State of Delaware or upon such future date as may be stated therein.
Restatements. (a) Upon any Restatement, the Warrant Price (as defined in the Warrant) shall automatically be reduced to equal the lesser of (A) the Warrant Price as then in effect and (B) the Restatement Price.
(b) If a Restatement occurs on or before the first (1st) anniversary of a Diluted Investment Closing:
(i) Company shall deliver to Purchaser a written notice (a "Restatement Notice") in substantially the form and substance attached hereto as Annex F, within three (3) Business Days of such Restatement, stating the date on which such Restatement has occurred and including the documents in which such Restatement was publicly disclosed; and
(ii) Promptly, and in any case within three (3) Business Days, following receipt of a Restatement Adjustment Notice, Company shall issue and deliver a number of shares of Common Stock to Purchaser equal to the positive difference, if any, with respect to each such Diluted Investment Closing between (A) the quotient of (x) the aggregate purchase price or aggregate exercise price paid (or deemed to have been paid in the case of a Share Quarterly Payment or Cashless Exercise (as defined in the Warrant)) by Purchaser with respect to such Diluted Investment Closing divided by (y) the Restatement Price and (B) the number of shares of Common Stock actually issued to Purchaser at such Diluted Investment Closing.
(c) At any time after the date of the Restatement and before the Restatement Adjustment Notice Deadline, Purchaser may deliver a notice in the form attached hereto as Annex G (a "Restatement Adjustment Notice") to Company specifying the Restatement Date, the Restatement Price, and calculating the number of shares of Common Stock, if any, required to be issued by Company to Purchaser pursuant to clause (b)(ii) of this Section 10.
Restatements. A restated trust agreement, setting forth the terms hereof, as amended to the time of execution, may be executed at any time and from time to time by the parties hereto. No such execution of a restated trust agreement shall be deemed to constitute a termination and/or resettlement of the Funds. Any accidental or inadvertent omission of any amendment hereto from any such restated trust agreement shall not affect the validity thereof but such omission shall be deemed to form a part of such restated Trust Agreement.
Restatements. If a Restatement occurs, Company shall deliver to Xxxxxxxx a Restatement Notice within three (3) Business Days of such Restatement.
Restatements. This Guaranty amends and restates that certain Guaranty Agreement dated as of May 30, 2003, executed by Guarantor for the benefit of Lender in its entirety.
Restatements. A restated Agreement, setting forth the terms hereof, as amended to the time of execution, may be executed at any time and from time to time by ONE JIB.
Restatements. The term “Restatements” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, and Section 1 of the Uniform Trade Secrets Act.
Restatements. (i) If a Restatement occurs on or before the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off"), then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of Common Stock, if any, equal to the quotient of (x) the product of (A) the number of Initial Common Shares multiplied by (B) (i) the Per Share Purchase Price minus (ii) the lesser of (xx) the Average Price calculated as of, or (yy) the average of the Daily Prices for the five Business Days ending on and including, either of the following dates, in the sole discretion of the Investor: (aa) the date forty Business Days after and excluding the related Restatement Date and (bb) the date forty Business Days after and excluding any date on which Alloy files restated financial statements with the SEC with respect to such Restatement divided by (y) the price determined in clause (x)(B)(ii). In no event shall the number of shares of Common Stock issuable under this Section 7(b)(i) exceed the number of Initial Common Shares.
(ii) If a Restatement occurs after the date that is sixty days following the effective date of the first Registration Statement filed pursuant to the provisions of Section 4(a) to be declared effective (provided that if the Registration Statement is not available for all Common Shares during such sixty-day period or if there should occur a "market stand-off" during such sixty-day period, then such period shall be extended by one Business Day for each Business Day that the Registration Statement is not so available or Investor is subject to such "market stand-off") and before the first (1st) anniversary of such effective date, then Alloy shall issue to Investor, within three Business Days of the date that Investor delivers a written notice to Alloy electing one of the time periods specified in clause (aa) or (bb) below, an additional number of shares of ...
Restatements. (a) If a Restatement occurs at any time following any Closing Date or the closing of any exercise of the Warrant, the Company shall deliver to Purchaser and each Holder (as defined in each such Warrant) a written notice in the form attached hereto as ANNEX B (a "Restatement Notice") within three (3) Business Days of each Restatement, stating the date on which a Restatement has occurred and including the documents in which the Restatement was publicly disclosed; and the Warrant Price shall be reduced as set forth in the Warrant
