Share Reduction Sample Clauses

Share Reduction. The number of Aggregate Merger Shares shall be reduced by an amount equal to the sum of (i) the amount, if any, of the value reduction in excess of the Materiality Threshold resulting from the failure of any representation and warranty made by the Company to be true and correct or the failure of the Company or any Significant Stockholder to perform its respective covenants plus (ii) the amount by which the Fees exceed $10,000,000 (such sum, the "Reduction Amount"), in each case as determined in accordance with Section 3.3(a) (with each share of Buyer Class A Common Stock for purposes of calculating such deduction, being deemed to have a value equal to the Transaction Price). Upon a final determination that any such reduction is required, the number of shares of Buyer Class A Common Stock issued in the Merger to each Original Holder shall be reduced by an amount representing such holder's pro rata share of the Reduction Amount based on the
Sample 1
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Share Reduction. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required under this Agreement to file or amend a Registration Statement for any offering that pursuant to SEC Guidance would be deemed to constitute a primary offering of securities by the Company. In the event that, as a result of the operation of the preceding sentence, the Company cannot include all of the Registrable Securities in the Registration Statement, then the Company shall include in the Registration Statement the maximum number of Registrable Securities that can be included therein without causing the Registration Statement to be deemed to register a primary offering by the Company, with the number of Registrable Securities included in the Registration Statement allocated first pro-rata among the Holders who are not Affiliates of the Company up to the maximum number of Registrable Securities held by such Holders and second pro-rata to Dalea and other Affiliates of the Company. With respect to any Registrable Securities that are not included in the Registration Statement, other than Registrable Securities held by Dalea or any Affiliates of the Company (the “Excluded Securities”), the Company shall include the Excluded Securities in a subsequently filed second Registration Statement (the “Additional Registration Statement”) that is filed on the earliest possible date on which Excluded Securities can be included in the Additional Registration Statement without the Additional Registration Statement being deemed to register a primary offering of securities by the Company; provided that such Additional Registration Statement shall be filed no later than six months from the date the Initial Registration Statement is declared effective by the Commission (the “Additional Filing Date”), and provided, further, if the Company is advised by the Commission that the inclusion of all Excluded Securities in the Additional Registration Statement would cause the Additional Registration Statement to be deemed a registration of a primary offering by the Company, then such Additional Registration Statement shall include only the maximum number of Excluded Securities that could be included in such Registration Statement without it being deemed to be a registration for a primary offering by the Company, and a further Additional Registration Statement shall be filed as provided for in this Section 3(c) for the balance of the Excluded Securities, except that the Additional Fi...
Sample 1
Share Reduction. In the event that the Company does not achieve Net Revenue (as defined herein) of at least $2,472,700 for the period from June 1 through June 30, 1999 (the "MEASUREMENT PERIOD"), then that number of shares of Parent Common Stock having a value (based on the Average Price) of $1 million shall be immediately delivered by the Escrow Agent to Parent from the shares in the Escrow Fund (the "REDUCTION"). Such Reduction shall decrease pro rata each stockholder's interest in the Escrow Fund.
Sample 1
Share Reduction. 8 4.2 Pro Rata Effect.............................................. 8 4.3
Sample 1
Share Reduction. If, prior to May 1, 1998, the Company shall have repaid in full all amounts borrowed pursuant to the Note Purchase Agreement on or prior to the dates set forth in clause (i) below, then the number of shares of Common Stock issuable upon exercise of this Warrant as of the close of business on the date of such repayment shall be reduced (but not below zero) by that number of shares which is equal to the product of: (i) 0.55, if such date of repayment is on or prior to November 1, 1997, or 0.50, if such date of repayment is on or prior to May 1, 1998 but after November 1, 1997; and (ii) the total number of shares of Common Stock issuable upon exercise hereof as of the Issuance Date (as such number of shares shall have been adjusted pursuant to Article 5 prior to such close of business).
Sample 1

Related to Share Reduction

  • Share Reserve The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

  • Stock Adjustments In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

  • Share Adjustments If the Company's outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, stock dividend, or transaction having similar effect, the Board shall proportionately and appropriately adjust the number and kind of shares that are subject to this Option and the Exercise Price Per Share, without any change in the aggregate price to be paid therefor upon exercise of this Option.

  • Share Reorganization If and whenever the Company shall:

  • Stock Split All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Capital Stock occurring after the date of this Agreement.

  • Performance Adjustment One-twelfth of the annual Performance Adjustment Rate will be applied to the average of the net assets of the Portfolio (computed in the manner set forth in the Fund's Declaration of Trust or other organizational document) determined as of the close of business on each business day throughout the month and the performance period.

  • Adjustments for Dividends, Distributions, Stock Splits, Etc (1) In case the Company shall pay or make a dividend or other distribution on any class of Common Stock of the Company in Common Stock, the Settlement Rate in effect at the opening of business on the day following the date fixed for the determination of stockholders entitled to receive such dividend or other distribution shall be increased by dividing such Settlement Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares and the total number of shares constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this paragraph (1), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

  • Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc The Exercise Price of this Warrant and the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

  • Adjustments for Stock Splits, Stock Dividends, etc If from time to time while this Agreement shall remain in force and effect there is any stock split-up, stock dividend, stock distribution or other reclassification of the Common Stock of the Company, any and all new, substituted or additional securities to which the Stockholder is entitled by reason of his ownership of Shares shall be immediately subject to the restrictions on transfer and other provisions of this Agreement in the same manner and to the same extent as such Shares.

  • Adjustment for Change in Capital Stock If the Company:

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