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Valuation Event Sample Clauses

Valuation Event. The Company agrees that it shall not take any action that would result in a Valuation Event occurring during a Pricing Period. Valuation Event shall mean an event in which the Company at any time during a Pricing Period takes any of the following actions: (i) subdivides or combines its Common Stock, (ii) pays a dividend in Ordinary Shares or makes any other purchase of its Ordinary Shares, (iii) issues any options or other rights to subscribe for or purchase Common Stock and the price per share for which the Common Stock may at any time thereafter be issuable pursuant to such options or other rights shall be less than the Purchase Price for each of the two (2) immediately prior Pricing Periods, (iv) issues any securities convertible into or exchangeable for Common Stock and the consideration per share for which shares of Common Stock may at any time thereafter be issuable pursuant to the terms of such convertible or exchangeable securities shall be less than the Subscription Price for each of the two (2) immediately prior Pricing Periods, or (v) issues shares of Common Stock otherwise than as provided in the foregoing subsections (i) thorough (iv), at a price per share less, or for other consideration lower, than the Purchase Price for each of the two (2) immediately prior Pricing Periods, or without consideration.
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Valuation Event. The Company agrees that it shall not take any action that would result in a Valuation Event occurring during a Pricing Period. Valuation Event shall mean an event in which the Company at any time during a Pricing Period takes any of the following actions: (i) subdivides or combines its Common Stock or (ii) pays a dividend in Ordinary Shares or makes any other purchase of its Ordinary Shares.
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Valuation Event. If a Valuation Event occurs at any time during a Valuation Period, the Investor may in its sole discretion (i) purchase the Investment Amount of shares of Common Stock granted during such Valuation Period on the terms at which the Company issued shares of Common Stock pursuant to the Valuation Event during such Valuation Period, net of any third party's discount and fees, (ii) purchase the Investment Amount of shares of Common Stock granted during such Valuation Period at the applicable Purchase Price for such Valuation Period, or (iii) elect not to purchase any shares of Common Stock during such Valuation Period. The Investor shall notify the Company of its election on the last Trading Day of the Valuation Period.
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Valuation Event. The Forfeitable Shares shall also cease to be subject to forfeiture upon the occurrence of any of the following events (each a "VALUATION EVENT") at any time on or before the Expiration Date: (i) the execution by the Surviving Corporation or one of its subsidiaries, during the Forfeiture Period, of an agreement that provides for a private cash equity investment in the Surviving Corporation or such subsidiary of not less than $10 million and pursuant to which the pre-money valuation of the Surviving Corporation and its subsidiaries is $30 million or more, provided that the transaction contemplated by such agreement closes prior to or within 120 days following the Expiration Date; (ii) the execution, during the Forfeiture Period, of an agreement for the sale by NAC of all or substantially all of the equity or assets of the Surviving Corporation in a transaction in which the Surviving Corporation and/or its subsidiaries are valued at $30 million or more, provided that the transaction contemplated by such agreement closes prior to or within 120 days following the Expiration Date; (iii) the execution, during the Forfeiture Period, of an agreement or plan that provides for (A) a firm commitment underwritten initial public offering by the Surviving Corporation, (B) a reverse merger pursuant to which the Surviving Corporation or any of its subsidiaries is to become a reporting company under the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), (C) a spin off in whole or in part of the capital stock of the Surviving Corporation or any of its subsidiaries to the shareholders of NAC, or (D) any event similar to the events in (A), (B) and (C), in each such case in which the Surviving Corporation or any of its subsidiaries is valued at $30 million or more pre-money and, in the case of an initial public offering, the proceeds are not less than $10 million, provided in each of the foregoing cases that the transaction contemplated by such agreement or plan closes prior to or within 120 days following the Expiration Date; (iv) the execution, during the Forfeiture Period, of an agreement to provide a private cash equity investment in NAC or any of its subsidiaries of not less than $10 million and pursuant to which the pre-money valuation of the Surviving Corporation and its subsidiaries is $30 million, wherein $10 million or more of the proceeds of such investment is intended for the Surviving Corporation or any of the Surviving Corporation's subsidiaries, provided that...
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Valuation Event. For purposes of this Agreement, "VALUATION EVENT" shall mean an event in which the Company at any time during a "Purchase Period" takes any of the following actions:
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Valuation Event. In the event of any Valuation Event, the Company shall issue to the Investor, at no cost to the Investor, such additional number of shares of Common Stock such that the percentage of shares of Common Stock held by the Investor immediately prior to any Valuation Event shall be equal to the percentage of shares of Common Stock held by the Investor immediately following any such Valuation Event.
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Valuation Event. No Valuation Event shall have occurred between the Put Date and the applicable Closing Date.
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Valuation Event 
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Related to Valuation Event

  • Valuation Date The value of the Collateral shall be determined on the date of the Buy-In (or the payment made pursuant to Section 6.2 below).

  • Termination Event; Notice (a) The Purchase Contracts and all obligations and rights of the Company and the Holders thereunder, including the Holders’ obligation and right to purchase and receive shares of Common Stock and to receive accrued and unpaid Contract Adjustment Payments (including any deferred Contract Adjustment Payments (including Compounded Contract Adjustment Payments thereon)), shall immediately and automatically terminate, without the necessity of any notice or action by any Holder, the Purchase Contract Agent or the Company, if, prior to or on the Purchase Contract Settlement Date, a Termination Event shall have occurred. In the event of such a termination of the Purchase Contracts as a result of a Termination Event, Holders of such Purchase Contracts will not have a claim in bankruptcy under the Purchase Contract with respect to the Company’s issuance of shares of Common Stock or the right to receive Contract Adjustment Payments. (b) Upon and after the occurrence of a Termination Event, the Units shall thereafter represent the right to receive the Notes (or security entitlements with respect thereto) underlying the Applicable Ownership Interests in Notes, the Treasury Securities or the Applicable Ownership Interests in the Treasury Portfolio, as the case may be, forming part of such Units, and any other Collateral, in each case, in accordance with the provisions of Section 3.15. Upon the occurrence of a Termination Event, (i) the Company shall promptly thereafter give written notice to the Purchase Contract Agent, the Collateral Agent and the Holders, at their addresses as they appear in the Security Register and (ii) the Collateral Agent shall, in accordance with Section 3.15, release the Notes (or security entitlements with respect thereto) underlying the Pledged Applicable Ownership Interests in Notes or the Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of Applicable Ownership Interest in the Treasury Portfolio) forming a part of each Corporate Unit or the Treasury Securities forming a part of each Treasury Unit, as the case may be, and any other Collateral from the Pledge.

  • Valuation The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

  • Market Disruption Event Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:

  • Additional Disruption Events Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by adding the words “(including, for the avoidance of doubt and without limitation, adoption or promulgation of new regulations authorized or mandated by existing statute)” after the word “regulation” in the second line thereof.

  • Transfer to Avoid Termination Event If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist. If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i). Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party's policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

  • Valuation Time At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable discretion.

  • Termination Events If the Early Termination Date results from a Termination Event:—

Most Referenced Clauses

Most Referenced Definitions