Rejectable Offer; Decreased Value Sample Clauses

Rejectable Offer; Decreased Value. If at the time of Redelivery of any --------------------------------- Transponder (other than a Redelivery pursuant to Section 8), the Satellite will (A) fail to meet the Residency Requirement for any reason other than an Emergency Relocation or an FCC Ordered Move or (B) be outside the Authorized Range due to the failure of STLC to pursue in a commercially reasonable manner authority to locate the Satellite in an orbital location for the Satellite within the Authorized Range, then, as the remedy for its failure to make an Acceptable Delivery, Lessee shall make the Rejectable Offer to Lessor in accordance with the immediately preceding paragraph, except that if Lessor timely rejects the Rejectable Offer or fails timely to accept or reject such offer, then (1) Redelivery of the Satellite shall occur at the end of the Lease Term pursuant to Section 10(b), and (2) as the remedy for its failure to make an Acceptable Delivery Lessee shall pay to Lessor the Decreased Value Payment upon the later of the Redelivery date or five (5) days after the Decreased Value of such Transponder is determined in accordance with the Appraisal Procedure (which procedure shall commence not later than 120 days prior to Redelivery if the existence of a condition requiring a payment of Decreased Value is ascertainable at such time or as soon thereafter as is reasonably possible if it not so ascertainable). If Lessor timely accepts the Rejectable Offer, then Lessee shall retain Control of the Transponders, and pay the applicable Offer Amount to Lessor on the last day of the Lease Term, together with any and all Rent due and owing; and concurrently, Lessor shall transfer title to such Transponder to Lessee as is, where is, free and clear of all Lessor Liens and Owner Participant Liens, but otherwise without any warranty, by executing and delivering to Lessee an instrument substantially in the form of Exhibit C to the Lease.
Sample 1
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Related to Rejectable Offer; Decreased Value

  • Notice of Conversion Rate Adjustments Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 5.05(A), the Company will promptly send notice to the Holders, the Trustee and the Conversion Agent containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

  • Reduction in Purchase Price Anything in this Section 11 to the contrary notwithstanding, the Company shall be entitled to make such reductions in the Purchase Price, in addition to those adjustments expressly required by this Section 11, as and to the extent that it in its sole discretion shall determine to be advisable in order that any consolidation or subdivision of the Preferred Shares, issuance wholly for cash of any of the Preferred Shares at less than the current market price, issuance wholly for cash of Preferred Shares or securities which by their terms are convertible into or exchangeable for Preferred Shares, dividends on Preferred Shares payable in Preferred Shares or issuance of rights, options or warrants referred to hereinabove in this Section 11, hereafter made by the Company to holders of its Preferred Shares shall not be taxable to such stockholders.

  • Purchase Price Credit Adjustments If on any day:

  • Subsequent Adjustments In the event that the Assuming Institution or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the payment made under Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 8.4.

  • Conversion Rate Adjustments where Converting Holders Participate in the Relevant Transaction or Event Notwithstanding anything to the contrary in this Indenture or the Notes, if:

  • Adjustments to Conversion Price The Conversion Price shall be subject to adjustment from time to time as follows:

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Adjustments to Conversion Rate The Conversion Rate shall be adjusted from time to time by the Company as follows:

  • Adjustment to Purchase Price (a) Subject to Section 3.3(b), at the Closing, the Purchase Price shall be adjusted, without duplication, to account for the items set forth in this Section 3.3(a):

  • Conversion Price Adjustments The conversion price shall be subject to adjustment (without duplication) from time to time as follows:

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