Ratchet Sample Clauses
A Ratchet clause is designed to adjust certain contractual terms, typically financial metrics like pricing or interest rates, in response to predefined triggers or benchmarks. For example, in investment agreements, a ratchet may protect investors by increasing their equity stake if the company issues new shares at a lower price, or in loan agreements, it may lower interest rates if the borrower meets specific performance targets. The core function of a ratchet clause is to provide dynamic adjustments that protect parties from unfavorable changes or incentivize desired behaviors, thereby managing risk and ensuring fairness as circumstances evolve.
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Ratchet. In the event the Company shall issue Shares, or securities convertible, exchangeable or exercisable into Shares (excluding in each case shares issued (i) in any of the transactions described in Subsections (a) and (b) above, (ii) upon exercise of options granted to the Company’s employees, directors, consultants or officers under a plan or plans or individual compensation arrangements adopted by the Company’s board of directors, if such shares would otherwise be included in this Subsection (c), (iii) upon conversion of shares or exercise of options and warrants outstanding as of the date hereof, or (iv) to shareholders of any Company which merges into the Company in proportion to their stock holdings of such Company immediately prior to such merger, upon such merger), for consideration per share, exercise price per share, conversion price per share or exchange price per share (as the case may be)(“Offering Price”) less than the then applicable Exercise Price, the Exercise Price shall be adjusted immediately thereafter so that it shall equal such Offering Price and the number of shares issuable upon exercise of this Warrant shall be proportionately increased immediately thereafter. Such adjustments shall be made successively whenever any such issuance is made.
Ratchet. Great-West will compare the Covered Fund Value to determine if it exceeds the Benefit Base. On Initial Installment Date: 70 Year Old Single Covered Person Covered Fund Value = $108,000 Benefit Base = $120,000 10 YR = 5% ▇▇▇% = 5.5% (10 YR of 5% x Age Adjustment of [1.10]) ▇▇▇ = $6,600 (▇▇▇% of 5.5% x Benefit Base of $120,000) On 5th Anniversary of Initial Installment Date: Customer is now a 75 Year Old Single Covered Person Covered Fund Value – $90,000 Current 10 YR = 7%
Ratchet. (a) For purposes of this Section 3.4, "Additional Shares of Common" means all shares of Common issued by the Company after the consummation of the transactions contemplated by the "Purchase Agreement" (as defined in Section 3.7 below), whether or not subsequently reacquired or retired by the Company, other than:
Ratchet. (a) In the event that an Investor, on the one hand, and the Company, on the other hand, disagree as to the amount or calculation of Audited Net Income (as defined in the Memorandum and Articles) for Fiscal Year 2009, Fiscal Year 2010, or Fiscal Year 2011 (each as defined in the Memorandum and Articles, each a “Relevant Fiscal Year”), such dispute shall be resolved by the Class B Majority Holders, on the one hand, and the Company, on the other hand, pursuant to Section 12.2, and the resolution pursuant to Section 12.2 shall be final and binding upon all of the Parties.
(b) If any Force Majeure Event in respect of the Company occurs during any Relevant Fiscal Year, and there is sufficient evidence proving that such Force Majeure Event causes the Audited Net Income for such Relevant Fiscal Year to be lower than the applicable Target (as defined in the Memorandum and Articles) for such Relevant Fiscal Year, the Company, on the one hand, and the Class B Majority Holders, on the other hand, shall re-negotiate in good faith an adjustment to the Target for such Relevant Fiscal Year to reflect the effects of such Force Majeure Event, which adjustment as agreed to by the Company, on the one hand, and the Class B Majority Holders, on the other hand, shall be the new Target for such Relevant Fiscal Year.
(c) For purposes of this Section 9.16, “Force Majeure Event” means an unavoidable catastrophe of general applicability beyond the reasonable control of the Company that interrupts the expected course of events and which materially and adversely affects the Company and the performance by the Company of its obligations under the Transaction Documents, such as natural disasters, wars, insurrections, and government restrictions (including the denial or cancellation of an export or other license necessary for the business operation of the Company Group) promulgated or implemented after the date hereof pursuant to a change of applicable Laws.
Ratchet. 10.1 If at any time prior to the earlier of the Maturity Date and the Funding Event, the Borrower raises funds at a price per Common Share (the “Reduced Price”) less than the effective price paid by the Lenders upon acquisition of their Company Common Share in their prior investments, such price being the “Prior Investment Price”, the Borrower will reset the Prior Investment Price issuable to each Lender for the amount equal to the lower of the prior investment made by such Lender (in the case of Hanan the amount of $356,991 and in the case of A. ▇▇▇▇▇ the amount of $152,995 (for each, its “Prior Investment”)) and the amount invested by such Lender under this Agreement (such lower amount called the “ Covered Investment”). The incremental number of Common Shares to be issued to the Lender by the Borrower is (a) the Covered Investment divided by the Reduced Price less (b) the number of Common Shares previously issued by the Borrower in respect of the Covered Investment.