Conversion Price Adjustment Event definition

Conversion Price Adjustment Event means any event specified in Section 4.2 resulting in an adjustment of the Conversion Price.
Conversion Price Adjustment Event means (i) the Company publicly announces, via a widely disseminated press release or a filing with the Commission or any other customary manner, that the Company has terminated the Rights Offering or postponed the Rights Offering for an unspecified period of time or (ii) prior to the Company’s public announcement of the final pricing of the Units, Series A Warrants and Series B Warrants in the Rights Offering, the Company publicly announces, via a widely disseminated press release or a filing with the Commission or any other customary manner, that the Company has issued, entered into any agreement to issue or announced the issuance or proposed issuance of securities of the Company in a Subsequent Financing which Subsequent Financing has terms that are more favorable to the investors in such Subsequent Financing than the terms to the investors pursuant to the Transaction Documents or (iii) the Company consummates the Rights Offering with aggregate gross proceeds to the Company at the closing of less than $10,000,000.
Conversion Price Adjustment Event means the failure on the part of the Borrower, (i) within six (6) months of the date hereof, to identify and hire either a Chief Executive Officer or a Chief Financial Officer on terms acceptable to both the Borrower and at least the Required Lenders or (ii) the failure of the Borrower, within six (6) months of the first date of employment of the first to be hired of a Chief Executive Officer or a Chief Financial Officer, to identify and hire on terms acceptable to the Borrower and at least the Required Lenders a person to fill the position of Chief Executive Officer or Chief Financial Officer, whichever was not previously filled.

Examples of Conversion Price Adjustment Event in a sentence

  • The Conversion Price shall be subject to adjustment if any Conversion Price Adjustment Event described in Section 4.3(a) occurs.

  • If any Conversion Price Adjustment Event occurs, the Issuer will calculate the adjustment to the Conversion Price as follows for each specific event.

  • Such notice shall state the Conversion Price and any change in the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock resulting from such Conversion Price Adjustment Event and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

  • Such notice shall state the Conversion Price and any change in the number of shares of Common Stock issuable upon conversion of the Series B Preferred Stock resulting from such Conversion Price Adjustment Event and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

  • If any Conversion Price Adjustment Event occurs, the Corporation will calculate the adjustment to the Conversion Price as follows for each specific event.

  • If, as a result of any Conversion Price Adjustment Event, a Holder of the Preferred Stock becomes entitled to receive upon conversion shares of two or more classes of Capital Stock, the Issuer shall determine the reasonable allocation of the adjusted Conversion Price between the classes of Capital Stock.

  • See “Terms and Conditions of the Bonds — Redemption, Purchase and Cancellation — Non-Permitted Conversion Price Adjustment Event Repurchase Right”.RBI Approval Required forEarly Redemption .

  • Prior to the meeting, Councillor Christie had submitted a question about a proposed new Primary “Free School” in Bideford West, as reported in the press.

  • In the case of a Conversion Price Adjustment Event described in Section 4.3(a)(v), and if the tender offer price or exchange offer price per share is greater than Market Value, the Conversion Price in effect immediately before such event shall be adjusted pursuant to the following formula: CP-((TPur multiplied by (TOff/S-MV))/(#SH-TPur))=ACP.

  • Each event requiring adjustment to the Conversion Price shall require only a single adjustment even though more than one of the adjustment clauses set forth in Section 4.3(a), Section 4.4 or Section 4.5, may be applicable to such Conversion Price Adjustment Event.

Related to Conversion Price Adjustment Event

  • Interest Rate Adjustment Event means the occurrence of any of the following:

  • Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).

  • New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:

  • Optimal Adjustment Event With respect to any Class of Class B Certificates and any Distribution Date, an Optimal Adjustment Event will occur with respect to such Class if: (i) the Principal Balance of such Class on the Determination Date succeeding such Distribution Date would have been reduced to zero (regardless of whether such Principal Balance was reduced to zero as a result of principal distribution or the allocation of Realized Losses) and (ii) (a) the Principal Balance of any Class of Class A Certificates would be subject to further reduction as a result of the third or fifth sentences of the definition of Principal Balance or (b) the Principal Balance of a Class of Class B Certificates with a lower numerical designation would be reduced with respect to such Distribution Date as a result of the application of clause (ii) of the definition of Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3 Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance or Class B-6 Principal Balance.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Conversion Price shall have the meaning set forth in Section 4(b).

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Default Conversion Price shall have the meaning set forth in Section 4(b).

  • Adjustment Events (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Adjustment Event means each of the following events:

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Variable Conversion Price means the lesser of (i) the Conversion Price or (ii) 25% multiplied by the Market Price (as defined herein) (representing a discount rate of 75%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price on the Over-the-Counter Market, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded, provided, however, that at no time, notwithstanding the occurrence of an Event of Default, may the Conversion Price be less than par value of Common Stock.

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Applicable Conversion Price means the Conversion Price in effect at any given time.

  • Potential Adjustment Event means any of the following:

  • Conversion Rate shall have the meaning specified in Section 14.01(a).

  • Series A Conversion Rate means the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be 1.0 until such rate is adjusted as set forth in Section 5.12(b)(viii)(D) - (F).

  • Conversion Value means, with respect to Convertible Capital Appreciation Bonds, the Accreted Value as of the Conversion Date.

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Interest Conversion Rate means the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the applicable Interest Payment Date or (ii) the average of the VWAPs for the 20 consecutive Trading Days ending on the Trading Day that is immediately prior to the date the applicable Interest Conversion Shares are issued and delivered if such delivery is after the Interest Payment Date.