Reset Sample Clauses

Reset. (i) On a Reset Date, the Exercise Price shall be adjusted to equal the lower of (i) the Exercise Price then in effect and (ii) the Reset Price determined as of the date of determination for such Reset Date. Upon such reset of the Exercise Price pursuant to this Section 3(f), the number of Warrant Shares issuable hereunder will be increased to a number of Warrant Shares equal to (x) the quotient of (1) the aggregate Exercise Price on the Issuance Date (e.g., the total number of Ordinary Shares for which this Warrant is exercisable multiplied by the Exercise Price) of this Warrant (without, for the avoidance of doubt, deduction for any exercises of this Warrant prior to or during the Reset Period) and (2) lower of (i) or (ii), as applicable less (y) the number of Warrant Shares previously issued upon exercise of this Warrant (but, in the case of a an “alternative cashless exercise” less only the number of Warrant Shares surrendered) (such increased number of Warrant Shares, the “Reset Share Amount”). (ii) If a Holder requests to exercise this Warrant in whole or in part on any given date during the Reset Period but prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable date (the “Exercise Date”), (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date, and (c) the applicable Reset Price and Reset Share Amount for such exercised Warrants shall be calculated pursuant to this Section 3(f); provided, however, any such exercise of this Warrant during the Reset Period shall not reduce or otherwise affect the calculation required by Section 3(f)(i) and the Reset Share Amount shall be calculated without regard to any exercises during the Reset Period.

Reset. (a) If, from the date hereof until the date that is eighteen months after the Closing Date: (1) the Company issues or sells, or agrees to issue or sell, more than $500 million of Common Stock (or other securities that are convertible into or exchangeable or exercisable for, or are otherwise linked to, Common Stock) at a purchase (or reference, implied, conversion, exchange or comparable) price (the “New Issuance Price”) per share less than the Reference Purchase Price (a “Reset Issuance”), or (2) there occurs any Fundamental Change in which the Underlying Security Price (together with the New Issuance Price, the “Reset Price”) is less than the Reference Purchase Price (a “Triggering Fundamental Change” and, together with a Reset Issuance, a “Reset Event”). then, on the earlier of (A) the second business day after the closing of any Reset Issuance and (B) the date of the occurrence of a Triggering Fundamental Change (or, if later, on the Closing Date, or, if later, on the second business day following the later of (x) the average price calculation specified below in this Section 4.11 and (y) the shareholder approval specified below in this Section 4.11, if and as applicable), the Company shall make a payment to each Investor (the “Reset Payment”), equal to the product of (i) an amount equal to the (z) Reference Purchase Price minus the Reset Price, divided by (y) the Reference Purchase Price multiplied by (ii) the aggregate amount paid by such Investor pursuant to Article I (including, (1) if any Warrant has been exercised by such Investor prior to such date, the aggregate exercise price paid by such Investor for the Warrant shares and (2) if any Warrant has been exchanged for convertible preferred stock by such Investor prior to such date, the value of Warrant as calculated pursuant to the terms of the Warrant), grossed up as required to compensate each Investor for any diminution in value in the Securities resulting from such Reset Payment; provided that the Company may, at its option and as an alternative to making all or any portion of such Reset Payment, instead pay the Reset Payment due each Investor by delivering to such Investor shares of Common Stock valued at the lower of the Market Price of a share of Common Stock as of (x) the last trading day prior to the date on which this payment occurs or (y) the first date of the announcement of the Reset Issuance or the Preliminary Fundamental Change that resulted in a Triggering Fundamental Change, but so...

Reset. Provided the Holder has acquired from the Borrower a Note in the principal amount of not less than $30,000, then for so long as this Note is outstanding, if from and after the Issue Date of this Note the Holder converts any or all of a Debenture, then with respect to an aggregate amount of such conversions of the Debenture not exceeding the initial Principal Amount of this Note, upon the occurrence of a Dilutive Issuance (as defined in the Debenture), Borrower shall issue to Holder additional shares of Common Stock (the “Additional Shares”) for no additional consideration, so that the average price per share of the shares of Common Stock issued and issuable upon the aforedescribed conversion of the Debenture when added to the Additional Shares shall be equal to the Base Conversion Price (as defined in the Debenture).

Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lower of (a) the Exercise Price then in effect (after taking into account and adjusting for the reverse stock split) and (b) 100% of the applicable Reset Price determined as of the applicable date of determination.

Reset. On the Reset Date, the Exercise Price shall be adjusted to equal the lowest of (i) the Exercise Price then in effect, (ii) the Reset Price determined as of the date of determination and (iii) the lowest VWAP during the period commencing five (5) consecutive Trading Days immediately preceding the Reset Date. Upon such reset of the Exercise Price pursuant to this Section 3(j), the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price of this Warrant on the Issuance Date for the Warrant Shares then outstanding shall remain unchanged following such reset. Notwithstanding the foregoing, if a Holder requests to exercise this Warrant in whole or in part on any given date prior to the Reset Date, solely with respect to such portion of this Warrant being exercised on such applicable Exercise Date, (a) such applicable Reset Date shall be deemed to mean the Exercise Date, (b) such applicable Reset Period shall be deemed to have ended on the Trading Day immediately prior to the Exercise Date and (c) the applicable Reset Price for such exercised Warrants shall be calculated pursuant to this Section 4. For the avoidance of doubt, following the calculation of the Reset Price pursuant to this Section 4, the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reset Price shall apply to such exercised Warrants.

Reset. The Construction Manager’s Fee for the Work is comprised of one or more of the following:

Reset. The Construction Manager’s Fee shall be subject to adjustment as may be required in accordance with the provisions of the Contract Documents listed in Article A-4 of the Agreement – CONTRACT DOCUMENTS.

Reset. ‌ 4 In overview‌‌

Reset. On a date which is between one hundred forty (140) and one hundred sixty (160) days prior to the Reset/Payoff Date, Senior Lender will, by written notice to Prime (the "RESET NOTICE"), effective on the Reset/Payoff Date and continuing for the balance of the Term (the portion of the Term commencing on the Reset/Payoff Date being the "RESET PERIOD"): (a) reset the Interest Rate (the "RESET INTEREST RATE"), (b) establish an underwriting fee payable on the Reset/Payoff Date, (c) reset the amortization schedule (the "RESET AMORTIZATION SCHEDULE"), (d) calculate and set forth the Reset Scheduled Payment and the Reset Secondary Payment Amount and (e) set forth any other modifications of the payment terms of the Senior Note (the terms set forth in the Reset Notice being the "RESET TERMS"). If Senior Lender fails to give the Reset Notice on a timely basis, the only consequence shall be that the Reset/Payoff Date shall be postponed to the date which is one hundred forty (140) days following the giving of a late Reset Notice. Senior Lender shall be free to quote such Interest Rate, underwriting fees, amortization schedule, Closed Period, Prepayment Premium and such other terms and conditions applicable to the Reset Period as Senior Lender may determine in its absolute discretion (except that Senior Lender may not change the formula for calculation of the Reset Secondary Payment Amount). Prime will advise Senior Lender, by written notice (the "RESET RESPONSE"), given within sixty (60) days following receipt of the Reset Notice, whether Prime accepts or rejects the Reset Terms. Failure by Prime to give a timely Reset Response shall be deemed a rejection of the Reset Terms. If the Reset Terms are so accepted, Senior Lender will prepare within thirty (30) days thereafter, and Senior Lender and Prime will promptly execute, a modification or modifications of this Intercreditor Agreement and the Prime Documents in accordance with EXHIBIT 7 attached hereto and otherwise as Senior Lender and Prime deem necessary to reflect the Reset Terms. Senior Lender shall also prepare an appropriate amendment to the Senior Loan Documents (the "RESET AMENDMENT") and tender it to Borrower for execution, provided that the refusal or other failure of Borrower to execute such amendment shall not affect, as between Senior Lender and Prime, Senior Lender's right to receive interest and debt service based upon the Reset Terms. Accordingly, the Secondary Payment Amount shall be reset to reflect th...