Issuances Below Fair Market Value Sample Clauses

Issuances Below Fair Market Value. If, at any time after the Closing Date and prior to a Public Market Issuance, the Issuer shall issue or sell (or, in accordance with Section 5.3(b), shall be deemed to have issued or sold) any shares of Common Stock (other than any issuance for which an adjustment is made pursuant to Section 5.2 or 5.4 or no adjustment is required pursuant to Section 5.8(d)) without consideration or for a consideration per share less than the Fair Market Value for such Common Stock determined as of the date of such issuance or sale, then, effective immediately upon such issuance or sale, the Exercise Price and the number of Warrant Shares issuable upon exercise of each Warrant shall be adjusted as follows:
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Issuances Below Fair Market Value. If the Company issues (or, pursuant to Section 5(c)(iii) below, is deemed to issue) any Common Stock except for Excluded Stock (as defined below) for a consideration per share less than the Fair Market Value on the date the Company fixes the purchase price for such Common Stock (excluding stock dividends, subdivisions, split-ups, combinations or recapitalizations which are addressed by Section 5(b) or (e)), the Exercise Price in effect immediately after each such issuance will be reduced, concurrently with such issuance, to a price determined by multiplying the applicable Exercise Price immediately prior to such issuance by a fraction, the numerator of which is the sum of the number of shares of Common Stock Outstanding immediately prior to such issuance (or deemed issuance) plus the number of shares of Common Stock which the aggregate consideration received by the Company for such issuance would purchase at such Fair Market Value per share, and the denominator of which is the number of shares of Common Stock Outstanding immediately after such issuance (or deemed issuance), including the shares of Common Stock, if any, deemed to have been issued pursuant to Section 5(c)(iii) below. For the purposes of any adjustment of the Exercise Price pursuant to this Section 5(c), the following provisions are applicable:
Sample 1

Related to Issuances Below Fair Market Value

  • Target Fair Market Value The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

  • Fair Market Value Fair Market Value of a share of Common Stock as of a particular date (the "Determination Date") shall mean:

  • Market Value Adjustment 16 3.07 Transfer of Current Value from the Funds or AG Account ............ 17 3.08 Notice to the Certificate Holder .................................. 18 3.09 Loans ............................................................. 18 3.10 Systematic Withdrawal Option (SWO) ................................ 18 3.11

  • Determination of Fair Market Value For purposes of this Section 10.2, “fair market value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • Market Value Market value shall be determined by the Lending Agent, where applicable, based upon the valuation policies adopted by the Client’s Board of Directors/Trustees.

  • Reallocation to a Class with a Lower Salary Range Maximum 1. If the employee meets the skills and abilities requirements of the position and chooses to remain in the reallocated position, the employee retains existing appointment status and has the right to be placed on the Employer’s internal layoff list for the classification occupied prior to the reallocation.

  • Market Adjustments 22. Neither this Article nor any other in this Collective Agreement prevents the Employer from using other funds to increase a Member’s salary in response to offers received from other employers or to accommodate other market forces.

  • Adjustments to Exchange Ratio The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock or Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.

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