Adjustment Share Amount definition

Adjustment Share Amount shall have the meaning set forth in Section 11(a)(ii).
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Adjustment Share Amount means 125% of the number of Existing Warrant Shares and/or Conversion Shares (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits, or other similar events related to the Common Stock occurring after the applicable exercise of the applicable Existing Warrants and/or conversion of the Notes, as the case may be) for which an Exercise Notice (as defined in the applicable Existing Warrants) or a Conversion Notice (as defined in the Notes), as the case may be, was delivered by the initial Holder of this Warrant on each Adjustment Date, rounded to the nearest whole share.
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Adjustment Share Amount issuable upon the exercise of a Right (the "Current Value") over (2) the Purchase Price (such excess, the "Spread"), and (B) with respect to each Right (subject to Section 7(e)), make adequate provision to substitute for the Adjustment Share Amount, upon payment of the applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price (but in no event to less than the par value per share), (3) Common Stock or other equity securities of the Company (including, without limitation, shares, or units of shares, of preferred stock, such as the Preferred Stock, that the Board of Directors of the Company has deemed to have essentially the same value as shares of Common Stock (such shares of preferred stock referred to in this Agreement as "Common Stock Equivalents")), (4) debt securities of the Company, (5) other assets, or (6) any combination of the foregoing, having an aggregate value equal to the Current Value, where such aggregate value has been determined by the Board of Directors of the Company based upon the advice of a recognized investment banking firm selected by the Board of Directors of the Company. If, however, the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within 30 days following the later of (x) the first occurrence of a Section 11(a)(ii) Event and (y) the date on which the Company's right of redemption pursuant to Section 23(a) expires (the later of (x) and (y) are referred to in this Agreement as the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price (except for the payment of an amount equal to the par value of each share), shares of Common Stock (to the extent available) and then, if necessary, cash, which shares or cash have an aggregate value equal to the Spread. If the Board of Directors of the Company shall determine in good faith that it is likely that sufficient additional shares of Common Stock could be authorized for issuance upon exercise in full of the Rights, the 30 day period set forth above may be extended to the extent necessary, but not more than 90 days after the Section 11(a)(ii) Trigger Date, so that the Company may seek stockholder approval for the authorization of such additional shares (such period, as it may be extended, is referred to in this Agreement as the "Substitution Period"). If the Company determines that some action need be taken p...
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Examples of Adjustment Share Amount in a sentence

  • On each Adjustment Date, the Maximum Eligibility Number shall be increased (but not decreased) by the applicable Adjustment Share Amount.

  • At each Adjustment Time (without giving effect to any Exercise Notices delivered to the Company on or prior to such Adjustment Time), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased as necessary, so that as of such Adjustment Time the number of Warrant Shares that may be purchased upon exercise of this Warrant shall equal the Adjustment Share Amount.

  • At the Adjustment Measuring Time, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted (upward or downward, as applicable) to the Adjustment Share Amount.

  • At the Adjustment Time (without giving effect to any Exercise Notices delivered to the Company on or prior to the Adjustment Time), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased as necessary, so that as of the Adjustment Time the number of Warrant Shares that may be purchased upon exercise of this Warrant shall equal the Adjustment Share Amount.

  • The Adjustment Share Amount may be a positive or a negative number.

  • At the Adjustment Time (without giving effect to any Exercise Notices delivered to the Company on or prior to the Adjustment Time), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased as necessary, so that as of the Adjustment Time the number of Warrant Shares that may be purchased upon exercise of this Warrant shall equal the sum of the Base Share Amount and the Adjustment Share Amount.

  • The Companies further agree that they will cause any resale registration statement to remain in effect until the earliest of the date on which (i) the Adjustment Share Amount plus all of the Interim Settlement Shares have been sold by or on behalf of MLI, or (ii) MLI has advised the Companies that it no longer requires that such registration be effective.

  • Upon the occurrence of any Dilutive Issuance (as defined in the Series A Warrant), the number of Warrant Shares issuable upon exercise of this Warrant shall automatically be increased to the Adjustment Share Amount (provided, that no adjustment shall be made if such adjustment would result in a decrease in the number of Warrant Shares issuable upon exercise of this Warrant).


More Definitions of Adjustment Share Amount

Adjustment Share Amount equals, with respect to any Dilutive Issuance (as defined in the Series A Warrant), the greater of (I) zero and (II) the difference of (i) the quotient of (x) the Unit Price (or deemed Unit Price) of the Holder divided by (y) the difference of (A) the New Issuance Price (as defined in the Series A Warrant) with respect to such Dilutive Issuance less (B) $0.05 (as adjusted for any stock dividend, stock split, stock combination or other similar transaction), less (ii) such number of shares of Common Stock previously issued (or deemed to be previously issued) to the Holder either as (x) Shares (as defined in the Securities Purchase Agreement) or (y) Warrant Shares pursuant to this Warrant; provided, that upon any exercise of this Warrant, the Unit Price (or deemed Unit Price) of the Holder for purposes of this Warrant shall be automatically reduced by an amount equal to the product of (1) the Unit Price (or deemed Unit Price) of this Warrant at such time and (2) the quotient of (X) the number of Warrant Shares issued to the Holder in such exercise and (Y) the number of Warrant Shares then issuable upon exercise of this Warrant; provided further, that immediately following such adjustment to the Unit Price, the number of Warrant Shares issued to the Holder in such exercise shall not be deemed to have been previously issued to the Holder for purposes of this definition.
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Adjustment Share Amount means, as of the Adjustment Measuring Time, the greater of (i) zero (0) and (ii) such aggregate number of shares of Common Stock equal to 50% of the difference of (A) the quotient of (x) the Holder’s Purchase Price (as defined in the Securities Purchase Agreement) divided by (y) the Market Price as of the Adjustment Measuring Time, less (B) the aggregate number of Common Shares (as defined in the Securities Purchase Agreement) issued to the Holder at the Closing (as defined in the Securities Purchase Agreement)(as adjusted for share splits, share dividends, share combinations, recapitalizations and similar events).
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Adjustment Share Amount equals the greater of (I) zero and (II) the difference of (i) the quotient of (x) the Purchase Price (as defined in the Securities Purchase Agreement) of the Holder divided by (y) the lowest Market Price during the period commencing six (6) Trading Days following the Issuance Date through and including the Adjustment Time, less (ii) the number of Common Shares previously issued to the Holder.
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Adjustment Share Amount of a Holder shall mean (i) with respect to an initial Holder who acquired 2,000 shares of Preferred Stock on the Original Issue Date ("Holder A") (A) $2,000,000 divided by the Adjusted Price for such Holder, minus (B) the applicable Base Number; (ii) with respect to an initial Holder who acquired 1,333 shares of Preferred Stock on the Original Issue Date ("Holder B"), (A) $666,667 divided by the Adjusted Prince for such Holder, minus (B) the applicable Base Number; and (iii) with respect to an initial Holder who acquired 667 shares of Preferred Stock on the Original Issue Date ("Holder C"), (A) $333,333 divided by the Adjusted Price for such Holder, minus (B) the applicable Base Number. In the event an initial Holder transfers shares of Preferred Stock prior to the first date on which any of such initial Holder's shares of Preferred Stock are converted, then the Adjustment Share Amount for such Holder and each of its successor Holders, as the case may be, shall be the Adjustment Share Amount for the initial Holder multiplied by a fraction the numerator of which is the aggregate Stated Value of all Preferred Stock held by such Holder or successor, as the case may be, and the denominator of which shall be the Stated Value of all Preferred Stock originally acquired by the applicable initial Holder. The Adjustment Share Amount may be a positive or a negative number. The Company shall place a legend on each certificate of Preferred Stock indicating whether such Preferred Stock was initially issued to Holder A, Holder B or Holder C.
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Adjustment Share Amount means, as applicable, the First Adjustment Share Amount, the Second Adjustment Share Amount and/or the Third Adjustment Share Amount.
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Related to Adjustment Share Amount

  • Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).

  • Share Amount means a fraction of ETF Shares calculated in accordance with

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

  • Adjustment Fraction shall have the meaning set forth in Section 11(a)(i) hereof.

  • Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.

  • Exchange Amount means either the Cash Amount or the REIT Shares Amount, as selected by the General Partner in its sole and absolute discretion pursuant to Section 8.5(b) hereof.

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • VWAP Purchase Share Volume Maximum means a number of shares of Common Stock traded on the Principal Market during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).

  • Conversion Amount means the sum of the Stated Value at issue.