Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;
Alternate Adjusted Regular Purchase Share Limit means, with respect to a Regular Purchase made pursuant to Section 2(a) hereof, the maximum number of Purchase Shares which, taking into account the applicable per share Purchase Price therefor calculated in accordance with this Agreement, would enable the Company to deliver to the Investor, on the applicable Purchase Date for such Regular Purchase, a Regular Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000).
Earn-Out Shares has the meaning provided in Section 2.2(b).
Purchase Price Adjustment has the meaning set forth in Section 2.6.
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
Purchase Price Adjustment Escrow Amount means $500,000.
Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.
Buy In Adjustment Amount shall have the meaning specified in Section 6.
CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.
Additional Shares shall have the meaning specified in Section 14.03(a).
SOFR Adjustment means 0.10% (10 basis points) per annum.
Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.
Warrant Share Number means at any time the aggregate number of shares of Warrant Stock which may at such time be purchased upon exercise of this Warrant, after giving effect to all prior adjustments and increases to such number made or required to be made under the terms hereof.
Tax Adjustment has the meaning set forth in Section 4.7.
Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Earnout Shares has the meaning set forth in Section 3.6(a).
Settlement Shares With respect to any Settlement Date, a number of Shares, not to exceed the Base Amount, designated as such by Party B in the related Settlement Notice or by Party A pursuant to “Termination Settlement” below; provided that on the Maturity Date the number of Settlement Shares shall be equal to the Base Amount on such date.
Term SOFR Adjustment means a percentage equal to 0.10% per annum.
Pre-Funded Warrant Shares means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.
Adjustment Escrow Amount means $1,000,000.
Maximum Purchase Price has the meaning assigned to the term in the Pricing Side Letter.