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. 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 seventh calendar day after the Issue Date (the “Reset Date”), the Exercise Price for this Warrant shall be adjusted to 20% of Nasdaq Minimum Price as defined in Nasdaq Listing Rule 5635(d), of the Company’s Ordinary Share determined on the Issue Date (the “Reference Price”). Upon such reset of the Exercise Price pursuant to this Section 3(g), the number of Warrant Shares issuable immediately prior to such reset shall be adjusted to the number of Ordinary Shares determined by multiplying the Exercise Price then in effect on the Issue Date by the number of Warrant Shares acquirable upon exercise of this Warrant immediately prior to such reset and dividing the product thereof by the Exercise Price resulting from such reset. i. 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, and (b) the applicable Reference Price for such exercised Warrants shall be calculated pursuant to this Section 3(g). For the avoidance of doubt, following the calculation of the Reference Price pursuant to this Section 3(g)(i), the Company’s obligations with regard to such exercised Warrants shall be deemed satisfied and no additional Reference Price shall apply to such exercised Warrants.

Reset. Other than in connection with (i) full or partial consideration in connection with a strategic merger, acquisition, consolidation or purchase of substantially all of the securities or assets of a corporation or other entity by the Company, provided such issuances are not for the purpose of raising capital, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock pursuant to stock option plans and employee stock purchase plans described on Schedule 5(d) to the Subscription Agreement, (iv) underwritten public offerings by the Company, (v) as described in the Reports (as defined in the Subscription Agreement), and (vi) as described on Schedule 7 hereto (collectively the foregoing are “Excepted Issuances”), if at any time during the Compliance Period (as defined in the Subscription Agreement) while the Buyer is holding Shares, the Company shall offer, issue or agree to issue any common stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) to any person or entity at a price per share or conversion or exercise price per share which shall be less than $1.00, without the consent of Buyer, then the Seller shall deliver, for each such occasion, additional Shares to Buyer so that the average per share purchase price of the shares of Common Stock sold to Buyer (of only the Purchased Shares still owned by Buyer) is equal to such other lower price per share. For purposes of this Section 7, the purchase price of the Shares shall be deemed to be $1.00 (“Imputed Share Price”). The delivery to the Buyer of the additional Shares shall be not later than the closing date of the transaction giving rise to the requirement to issue additional Shares (“Issuance Date”). The Buyer is hereby granted by the Company the registration rights described in Section 11 of the Subscription Agreement in relation to such additional Shares, or at the election of the Buyer, registration rights, if any, granted in connection with the dilutive issuance. For purposes of the issuance and adjustment described in this paragraph, the issuance of any security of the Company carrying the right to convert such security into shares of Common Stock or of any warrant, right or option to ...

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. (a) The amount of Company Shares issuable to the Subscriber shall be redetermined from time to time as described herein (the "Reset") and if appropriate additional shares of Common Stock (the "Additional Shares") will be issued and delivered to the Subscriber. The original purchase price set forth on the signature page of this Subscription Agreement (the "Purchase Price") shall be deemed the purchase price of all the Common Stock to be delivered pursuant to this Subscription Agreement. (b) The Reset shall be determined on the following dates (each a "Reset Date") for the designated amounts of the Purchase Price. The initial Reset Date shall be the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement or at the Subscriber's election on the 180th day after the Closing Date if the Registration Statement has not been declared effective by such date, ("Trigger Date"). In the event the effective date of the Registration Statement described in Section 10.1(iv) of this Subscription Agreement is sooner than the 120th day after the Closing Date, then the Trigger Date shall be the 120th day after the Closing Date. In the event any portion of the Common Shares comprising the Registration Escrow (as hereinafter defined) is released to the Company pursuant to Section 10.1(iv), then the Designated Portion of the Purchase Price shall mean that portion of the Purchase Price set forth on the signature page to this Subscription Agreement less the corresponding amount of Purchase Price returned to the Subscriber. To the extent a Registration Escrow is held in escrow on a Reset Date, then such Common Shares issuable in connection with such Registration Escrow will be deposited in escrow to be held pursuant to the Funds Escrow Agreement. Designated Portion of Purchase Price Date -------------- ---- 15% Trigger Date 15% 60 Days after Trigger Date 10% 90 Days after Trigger Date 10% 120 Days after Trigger Date 10% 150 Days after Trigger Date 10% 180 Days after Trigger Date 10% 210 Days after Trigger Date 10% 240 Days after Trigger Date 10% 270 Days after Trigger Date (c) On each Reset Date a number of Company Shares will be calculated for the designated portion of the Purchase Price by dividing the Designated Portion of the Purchase Price by a number equal to seventy-seven percent (77%) of the average closing bid price for the Common Stock on the NASDAQ SmallCap Market, or on any securities exchange or other securities market on ...