Market Price Adjustment Sample Clauses

Market Price Adjustment. In addition to any adjustment set forth in Section 3.03(a), the number of shares of Parent Common Stock issued as Closing Date Merger Consideration shall be increased or decreased as follows: (A) increased, in the event the Average Closing Price of the Parent Common Stock is less than $2.56, by the number of shares of Parent Common Stock equal to the quotient determined by dividing (1) the product of (i) $2.56 minus the Average Closing Price and (ii) 4,800,000, by (2) the Average Closing Price; or (B) decreased, in the event the Average Closing Price as of the Effective Date is greater than $3.00, by the number of shares of Parent Common Stock equal to the quotient determined by dividing (1) the product of (i) Average Closing Price minus $3.00 and (ii) 4,800,000, by (2) the Average Closing Price; provided, however, in the event the Average Closing Price is below $2.15, Parent shall have the right to terminate this Agreement pursuant to Section 8.03(d).
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Market Price Adjustment. (a) Provided the Holder complies with its obligations under this Agreement (including, but not limited to, Section 5 hereof), the Company shall pay to the Holder in cash, as additional purchase price for the assets acquired pursuant to the Asset Purchase Agreement, any excess of the product of the Applicable Ratio multiplied by $5,900,000, over the sum of the following:
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Market Price Adjustment. The Market Price Adjustment per metric ton for the Product will be conditional on *** ***INDICATES INFORMATION IN THIS DOCUMENT WHICH HAS BEEN OMITTED FROM THIS PUBLIC FILING PURSUANT TO A REQUEST BY THE COMPANY FOR CONFIDENTIAL TREATMENT BY THE SECURITIES AND EXCHANGE COMMISSION. THE OMITTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION FOR PURPOSES OF SUCH REQUEST. ***
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Market Price Adjustment. If VINTAGE receives a written quote from a supplier who is approved by DEA as a manufacturer of the Product which meets the following conditions:
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Market Price Adjustment. If the Closing Date Market Value Per Unit is less than $38.7494 (such lesser amount being referred to herein as the "Floor Amount"), then the number of Common Units issuable pursuant to Section 1.2.1(a)(ii) prior to the adjustment (i.e., 299,079) shall be increased so that the number of Common Units issuable pursuant thereto after adjustment as provided herein shall equal the product of (x) 299,079 times (y) the quotient resulting from dividing the Floor Amount by the Closing Date Market Value Per Unit. In addition, in such event, the conversion premium and conversion ratio with respect to the Preferred Units shall likewise be adjusted as may be agreed by the Vornado Realty Group and the MM Contributors. In the event such parties do not mutually agree on an appropriate and equitable adjustment to the terms of the Preferred Units and said disagreement cannot be resolved by such parties in a timely manner, then each such party shall have the right to deliver written notice to the other party that the parties hereto shall each select a nationally recognized investment banking firm with offices located in New York City for resolution of such dispute. To the extent such investment banking firms jointly resolve the dispute, which resolution shall be evidenced by written notification to each of the MM Group and the Vornado Realty Group prior to the Closing Date, such decision shall be final, conclusive and binding on the MM Group and the Vornado Realty Group; provided, however, to the extent such investment banking firms are unable to so resolve said dispute, they shall select a third nationally recognized investment banking firm (with offices located in New York City) which has no affiliation with either the MM Group or the Vornado Realty Group. The resolution of said disagreement by the three investment banking firms so selected shall be effected by the agreement of at least two of such three firms and shall be made in writing and delivered to each of the MM Contributors and the Vornado Realty Group as promptly as practicable, but in no event later than the Business Day prior to the Closing Date (which writing shall set forth the nature and amount of the adjustment, if any, as finally determined) and shall be final, conclusive and binding on the MM Group and the Vornado Realty Group. The MM Group and the Vornado Realty Group shall each pay one-half of the aggregate amount of fees and expenses incurred by such investment banking firms engaged in connection with ...
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Related to Market Price Adjustment

  • Price Adjustment No adjustment in the per share Exercise Price shall be required unless such adjustment would require an increase or decrease in the Exercise Price of at least $0.01; provided, however, that any adjustments which by reason of this paragraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations under this Section 2 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be.

  • Price Adjustments 8.5.1 Not more than once per calendar year, Lonza may adjust the Price in accordance with the [***] for the previous calendar year. The new Price reflecting such Batch Price adjustment shall be effective for any Batch for which the Commencement Date is on or after the date of Lonza’s notice to Customer of the Price adjustment.

  • Conversion Price Adjustment In the event the Company, shall, at any time following the issuance of the Series A-1 Preference Shares, issue additional Common Shares in a financing transaction the sole purpose of which is to raise capital, at a price per share less than the Conversion Price then in effect, then the Conversion Price upon each such issuance shall be reduced to a price equal to the consideration paid for such additional Common Shares.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Warrant Price Adjustment Except as otherwise provided herein, whenever the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately thereafter.

  • 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.

  • Base Price Adjustments The base aircraft price (pursuant to Article 3 of the Agreement) of the Option Aircraft will be adjusted to Boeing's and the engine manufacturer's then-current prices as of the date of execution of the Option Aircraft Supplemental Agreement.

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

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Exercise Price Adjustments The Exercise Price shall be subject to adjustment from time to time as follows:

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