Adjustment Price Sample Clauses

Adjustment Price. Except as provided in Section 6.8, if and whenever ---------------- the Company shall issue or sell any shares of its Common Stock for a consideration per share less than the Adjustment Price (as hereinafter defined) in effect immediately prior to the time of such issue or sale, then, forthwith upon such issue or sale, the Adjustment Price shall be reduced to the price (calculated to the nearest cent) determined by dividing (i) an amount equal to the sum of (a) the number of shares of all classes of Common Stock outstanding immediately prior to such issue or sale multiplied by the then existing Adjustment Price, and (b) the consideration, if any, received by the Company upon such issue or sale, by (ii) the total number of shares of Common Stock outstanding immediately after such issue or sale. The Adjustment Price shall be the Warrant Price or, in the case an adjustment of such price has taken place pursuant to the provisions of this Section 6, then the Adjustment Price shall be the price as last adjusted and in effect at the date this Warrant (or any part thereof) is surrendered for exercise (such price or such price as last adjusted, if such price shall have been adjusted, being referred to herein as the "Adjustment Price"). If and whenever the Adjustment Price shall have been adjusted, the Warrant Price shall be forthwith adjusted to the price (calculated to the nearest cent) determined by multiplying the Warrant Price as then in effect by a fraction, the numerator of which shall be the Adjustment Price as so adjusted and the denominator of which shall be the Adjustment Price as in effect immediately prior to such adjustment. No adjustment of the Adjustment Price, however, shall be made in an amount less than $.10 per share, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which together with any adjustments so carried forward shall amount to $.10 per share or more. For the purposes of this Section 6.1, the following Sections 6.2 to 6.7, inclusive, shall also be applicable; except that this Warrant shall be deemed exercised and outstanding for all purposes and computations under this Section 6.1 and the then current Adjustment Price shall be deemed the Warrant Price per share.
Sample 1
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Adjustment Price. Adjustment Price If the number calculated in accordance with the foregoing formula is zero or a negative number, no Warrant Shares shall vest hereunder for such Vesting Date and the Holder shall not be obligated to transfer any shares of Common Stock to the Company.
Sample 1Sample 2
Adjustment Price. Adjustment Price If the number calculated in accordance with the foregoing formula is zero or a negative number, the Holder shall not be obligated to transfer any shares of Common Stock to the Company. On each Vesting Date, the Company shall send a notice to the Holder setting forth in reasonable detail its calculation of the number of Warrant Shares which shall vest and be exercisable on such Vesting Date. Notwithstanding anything to the contrary set forth herein, if, on any Trading Day occurring after the Effectiveness Date during which (1) for the immediately preceding fifteen (15) Trading Days there was an effective Underlying Shares Registration Statement pursuant to which the Holder was permitted to resell Underlying Shares and (2) the average of the Per Share Market Values for the fifteen (15) Trading Days immediately preceding such date equaled or exceeded $22.50 (the "Threshold Price"), then this Warrant shall not vest for any Warrant Shares with respect to any Vesting Date that would occur after the expiration of such fifteen (15) Trading Day period, provided, that the application of this sentence shall have no effect on the vesting of Warrant Shares in respect of a Vesting Date unless all of the Trading Days used to calculate such fifteen (15) Trading Day average occurred prior to the 15th Trading Day immediately preceding such Vesting Date, but shall terminate vesting rights with respect to subsequent Vesting Dates, if any.
Sample 1
Adjustment Price. The term "Adjustment Price" shall mean the Base ---------------- Purchase Price (i) minus the amount by which Forty Million Two Hundred Thousand dollars ($40,200,000.00) (the "Base Net Worth") exceeds the Adjusted Net Worth, or (ii) plus the amount by which the Adjusted Net Worth exceeds the Base Net Worth, as applicable.
Sample 1
Adjustment Price. (b) The Company shall, on the twenty-fifth (25th) day following the First Tranche 1 Adjustment Date (the "SECOND TRANCHE 1 ADJUSTMENT DATE"), issue to the Purchasers for no additional consideration such aggregate number of shares of Common Stock (the "SECOND TRANCHE 1 ADJUSTMENT SHARES") as equals the quotient obtained by dividing (i) the product of (A) 50% of the Tranche 1 Shares and (B) an amount equal to (x) the difference of (1) 112 1/2% of the Per Share Market Value of the Common Stock on the Tranche 1 Closing Date less (2) the average of the lowest ten (10) Per Share Market Values during the twenty-five (25) days immediately preceding the Second Tranche 1 Adjustment Date (the "SECOND TRANCHE 1 ADJUSTMENT PRICE") and (ii) the Second Tranche 1 Adjustment Price.
Sample 1

Related to Adjustment Price

  • Adjustment of Warrant Price The price at which such shares of Warrant Stock may be purchased upon exercise of this Warrant shall be subject to adjustment from time to time as set forth in this Section 4. The Issuer shall give the Holder notice of any event described below which requires an adjustment pursuant to this Section 4 in accordance with the notice provisions set forth in Section 5.

  • Settlement Price For any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page CAMP <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number of Warrants, as described above, then the Settlement Price for the relevant Valuation Date shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation Agent based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.

  • Exercise Price Adjustment Whenever the number of Warrant Shares purchasable upon the exercise of the Warrant is adjusted, as herein provided, the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, of which the numerator shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and of which the denominator shall be the number of Warrant Shares purchasable immediately thereafter.

  • Adjustment Amount (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 calendar days thereof, Buyer shall prepare and deliver to Seller, Buyer’s calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Transaction Expenses, (iv) Closing Cash, (v) Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the foregoing, a calculation of the Closing Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “Final Closing Statement”). The Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be prepared in accordance with GAAP and the defined terms used in this Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Company taken after the Reference Time or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement. For the avoidance of doubt, neither Section 2.04 nor this Section 2.06 is intended to be used to adjust the Closing Purchase Price for errors or omissions, under GAAP or otherwise, that may be found with respect to the Financial Statements or the Target Net Working Capital. No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 90-day period, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be Buyer’s proposed Final Closing Statement, for all purposes hereunder, and Seller shall retain all of its rights under this Section 2.06 with respect thereto, including the right to dispute the calculations set forth therein in accordance with the provisions of this Section 2.06.

  • Price Adjustment Civil works contracts of long duration (more than 18 months) shall contain an appropriate price adjustment clause.

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

  • Adjustment of Exercise Price (a) The Exercise Price and the number of shares deliverable upon the exercise of the Warrants will be subject to adjustment in the event and in the manner following:

  • Purchase Price Adjustment (a) At least five (5) Business Days prior to the Closing, Trimble shall prepare and deliver to AGCO a statement (the “Estimated Company Closing Statement”) in substantially the form and calculated in accordance with accounting principles, policies, practices, procedures, classifications and methodologies attached hereto as Exhibit G, setting forth its good faith estimates of the Company Closing Cash (the “Estimated Company Closing Cash”), the Company Closing Indebtedness (the “Estimated Company Closing Indebtedness”), the Company Closing Working Capital (the “Estimated Company Closing Working Capital”) and the Company Closing Transaction Expenses (the “Estimated Company Closing Transaction Expenses”), in each case, with such estimates calculated based on Cash, Indebtedness, Working Capital and Transaction Expenses as of the prior month’s end close, which statement shall contain (i) an estimated balance sheet of the Company as of the end of the prior month (after giving effect to the Carve-Out Restructuring, but without giving effect to the JCA Contribution), and (ii) a calculation of the Estimated Company Closing Cash, the Estimated Company Closing Indebtedness, the Estimated Company Closing Working Capital and the Estimated Closing Transaction Expenses, in each case, as of the prior month’s end close, together with reasonable supporting documentation. Following the delivery of the Estimated Company Closing Statement, Trimble shall make its representatives reasonably available to AGCO to discuss the calculations contained in the Estimated Company Closing Statement, and the Parties shall consider in good faith the other Party’s comments to the Estimated Company Closing Statement. If any adjustments are made to the Estimated Company Closing Statement by Trimble following the good faith discussion of the Parties prior to the Closing, such adjusted Estimated Company Closing Statement shall thereafter become the Estimated Company Closing Statement for all purposes of this Section 2.7.

  • Adjustment of Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Market Adjustment The parties to this Agreement recognize the appropriateness of market pay adjustments in rare instances for compelling reasons. To effectuate judgments in such cases, the President and AAUP Chapter President, in consultation, shall each name three (3) individuals to a university Market Evaluation Committee. Deans may submit recommendations for market pay adjustments with supporting written reasons to the Committee. Said Committee shall consult with the President concerning proposed market pay adjustments reporting its advice not later than May 15 in each year. Upon the favorable recommendation of the President and the BOR President, market pay adjustments may be approved effective at the beginning of that pay period including September 1 of the following year. Not more than one (1) market pay adjustment per one hundred (100) full-time members, or fraction thereof, may be recommended in any contract year. A member’s salary may not be increased beyond the maximum for the rank. Funding for this program shall be governed by Article 12.10.2.

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