Valuation Reset Clause Samples

A Valuation Reset clause establishes a mechanism for periodically adjusting the value of an asset, security, or financial instrument to reflect current market conditions or agreed-upon benchmarks. This adjustment may occur at set intervals or upon the occurrence of specific events, and it typically applies to instruments like convertible notes, derivatives, or structured finance products. By ensuring that valuations remain accurate and up-to-date, the clause helps prevent disputes over asset worth and protects parties from significant market fluctuations, thereby promoting fairness and transparency in ongoing financial relationships.
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Valuation Reset. If prior to the end of the Valuation Period, the Company issues its equity or equity-linked securities in one or a series of related public or private offerings resulting in aggregate gross proceeds to the Company of at least $5,000,000 at an effective price per share of Common Stock (such effective price, the “Reset Price”) less than $0.375 (appropriately adjusted for any stock split, reverse stock split, stock dividend or other reclassification or combination of the Common Stock occurring after the date hereof, including the Reverse Split) (the “Base Price”), then no later than the closing date of such offering (such closing date, the “Reset Date”), the Company shall issue to each Investor (i) additional shares of Common Stock (the “Reset Shares”) so that after giving effect to such issuance, the effective price per share of Common Stock acquired by such Investor hereunder (irrespective of the number of Shares or Warrants actually then held by such Investor and excluding shares issuable upon the exercise of the Warrants) shall be equal to the Reset Price and (ii) additional Warrants (the “Reset Warrants”) covering a number of shares of Common Stock equal to 50% of the Reset Shares (the “Reset Warrant Shares”).
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Related to Valuation Reset

  • Valuation Date The value of the Collateral shall be determined on the date of the Buy-In (or the payment made pursuant to Section 6.2 below).

  • Valuation The Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. The Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber’s investment will bear a lower valuation.

  • VALUATION PERIOD Each Division will be valued at the end of each Valuation Period on a Valuation Date. A Valuation Period is each Business Day together with any non-Business Days before it. A Business Day is any day the New York Stock Exchange (NYSE) is open for trading, and the SEC requires mutual funds, unit investment trusts, or other investment portfolios to value their securities. ACCUMULATION VALUE The Accumulation Value of this Contract is the sum of the amounts in each of the Divisions of the Variable Separate Account and General Account. You select the Divisions of the Variable Separate Account and General Account to which to allocate the Accumulation Value. The maximum number of Divisions to which the Accumulation Value may be allocated at any one time is shown in the Schedule. ACCUMULATION VALUE IN EACH DIVISION ON THE CONTRACT DATE On the Contract Date, the Accumulation Value is allocated to each Division as elected by you, subject to certain terms and conditions imposed by us. We reserve the right to allocate premium to the Specially Designated Division during any Right to Examine contract period. After such time, allocation will be made proportionately in accordance with the initial allocation(s) as elected by you. ON EACH VALUATION DATE At the end of each subsequent Valuation Period, the amount of Accumulation Value in each Division will be calculated as follows:

  • Valuation Time At the close of trading of the regular trading session on the Exchange; provided that if the principal trading session is extended, the Calculation Agent shall determine the Valuation Time in its reasonable discretion.

  • Determination Date The Business Day immediately preceding the related Remittance Date.