Reset Provisions Sample Clauses

Reset Provisions. (a) On the date that is 180 days after the Issuance Date, and each 180th day thereafter during the Exercise Period, and on the Expiration Date (each, a “Reset Date”), the Exercise Price of the Warrant shall be reset as follows:
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Reset Provisions. The 2,000,000 shares of lnsynQ stock comprising Kaplan's portion due on compxxxxxx of the Share Swap Phase shall be entitled to a reset provision, InsynQ hereby covenants that if lnsynQ's share price for the previous 30 days is less than US$.50 one year from the Closing of this Transaction, then InsynQ will issue USC additional lnsynQ shares to retroactively augment the number of shares in the original share swap so that the total value of the shares is equivalent to $1,000,000 USD on said date. This reset is limited to the original shareholders of record on the day of closing.
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Reset Provisions. Borrower, Guarantors and their affiliates shall have satisfied their obligations, to Lender's satisfaction, under the "reset" provisions of the Asset Purchase Agreement dated July 5, 2001 between Acquisition, Heritage, Schroeder, Ashe and Neptune (Section 2.2(i) and (ii)), the Asset Xxxxxxxx Agxxxxent dated July 5, 2001 between Acquisition, CMC, Schroeder, Ashe and Neptune (Section 2,2(i) and (ii)), the Agreemenx xxx Xxxn xx Xerger dated July 5, 2000 between Acquisition, CMC, Wilhelm, Schroeder, Ashe and Neptune (Sections 2.69(a)(i) and (ii)), the Apogee Non-Coxxxxe Agreement dated July 5, 2001 (Sections 6(i) and (ii)), the Schroeder Non-Compete Agreement dated July 5, 2001 (Sections 6(i) xxx (xi)), and the Ashe Employment/Non-Compete Agreement dated July 5, 2001 (Sections 00(i) and (ii)).
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Reset Provisions. In the event, during the period from the date hereof through June 30, 2003 (the “Reset Period”), the Company either: (a) offers for sale, whether privately or publicly, shares of its common stock, $0.01 par value (“Common Stock”), at a price per share of less than $0.50; (b) offers for sale, whether privately or publicly, warrants to purchase Common Stock (“Warrants”) with a per share exercise price of less than $0.57; or (c) offers securities equivalent to, exchangeable for or convertible into Common Stock at a price per share of less than $0.50 or Warrants with a per share exercise price of less than $0.57, then, in such an event, the Company shall: (a) reset the Unit Purchase Price set forth in paragraph 2(c) of the Terms and Conditions of the Bonds, and amended by paragraph 6 of the Bond Amendment Agreement, from $0.50 to the lowest per share price for the Common Stock offered during the Reset Period; and (b) reset the per share exercise price of the series F warrants issued hereunder and pursuant to paragraph 7 of the Bond Amendment Agreement from $0.57 to the lowest per share exercise price for the Warrants offered during the Reset Period. Upon any such resetting of the Unit Purchase Price and/or exercise price of the series F warrants, the Company shall issue to the Bondholders such additional shares of Common Stock and/or amended warrant certificates as may be necessary to give effect to the foregoing.
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Reset Provisions. In the event that the average closing price of the Shares on the 10 trading days prior to the one year anniversary of the closing date (the “First Reset Price”) is less than $0.255 then Acquirer will issue to the shareholders of Acquiree additional shares of Common Stock or cash. The number of shares of Common Stock to be issued will equal the total number of shares issued in the transaction multiplied by $0..255 divided by the Reset Price less the total number of shares issued on the closing date. If it desires to do so, Acquirer may instead issue to the shareholders of Acquiree an amount of cash equal to the value of those additional shares of Common Stock based on the Reset Price. In the event that the average 60 day closing price of the Shares from 180 days to 240 days after the Closing date (the “Second Reset Price”) is greater than $0.50 then Acquiree shall surrender up to 20% of the Shares issued to Acquirer. The number of Shares to be surrendered will equal the same percentage increase of the difference between $0.50 and the Second Reset Price. The Second Reset Price and resulting surrender of shares shall occur no more than one time.
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Reset Provisions. (a) The C/E Price will be automatically reset to the lower of $1.25 or 80% of the average of the Market Prices for the 30 trading days of the Company's Common Stock, immediately preceding the date which is 180 days from the date of issuance of the Notes and Warrants hereunder.
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Reset Provisions. The Conversion Price will be automatically reset to the lower of $1.25 or 80% of the Market Price of the Company's Common Stock, on the date which is 180 days from the date of issuance of this Note hereunder. To the extent that principal or interest is due and owing with respect to this Note on the date of maturity hereof, the Conversion Price shall be reset to the lower of $1.25 or 80% of the Market Price on such date and thereupon the Purchasers' option to convert this Note shall be extended an additional 30 days. In addition, this Note shall also be entitled to the benefits of any other reset provisions provided in the Agreement.
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Reset Provisions. In the event of a transaction in excess of $20 million in Aggregate Consideration, or in the event of a full auction sale of the Company, the Compensation payable to Semaphore shall be (a) a Cash Success Fee equal to 2% of the aggregate consideration of such Transaction, except that in the case of a full auction sale of the Company, the Cash Success Fee shall not be less than $600,000 and (b) warrants, calculated pursuant to the same formula used in subparagraph IV above. Other transactions, if any, and the formula used in subparagraphs (ii) and (iv) of this Subsection C, shall not be otherwise taken into account in calculating the Reset Provision.
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Reset Provisions. Remarketing provisions: Defeasance provisions: Closing location for delivery of Designated Securities: Listing Requirements: Additional Closing Conditions: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: Dealer Concessions: Reallowance Concession: Closing location for delivery of Designated Securities: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: [Other Terms]: Warrant Agreement: Number of Debt Warrants to be issued: Debt Warrant Agreement: Form of Debt Warrants: Issuable jointly with Debt Securities: Yes o No o [Number of Debt Warrants issued with each $ principal amount of Debt Securities] [Detachable Date] Date from which Debt Warrants are exercisable: Date on which Warrants expire: Exercise Price of Debt Warrants: Purchase price: Title of Warrant Debt Securities: Principal amount of Warrant Debt Securities purchasable upon exercise of one Debt Warrant: Indenture: Title: Rank: Aggregate principal amount: Interest rate: Maturity: Interest Payment Dates: [months and dates, commencing , 20 ] Regular Record Dates:: [months and dates, commencing , 20 ] Conversion provisions: Listing requirements: Purchase Price by Underwriters: Currency of Denominations: Currency of Payment: Form and Denomination: Overseas Paying Agents: Redemption provisions: Names and addresses of Representatives: Designated Representatives: Address for Notices, etc.: Dealer Concessions: Reallowance Concession: Closing location for delivery of Designated Securities: Delayed Delivery Contracts: Delivery Date: Minimum principal amount of each contract: Maximum aggregate principal amount of all contracts: [Other Terms]: 3 QuickLinks
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Related to Reset Provisions

  • Interest Provisions Interest on the outstanding principal amount of Loans shall accrue and be payable in accordance with this Section 3.2.

  • Put Provisions Upon a Change of Control, any Holder of Securities will have the right to cause the Company to repurchase all or any part of the Securities of such Holder at a repurchase price equal to 101% of the principal amount of the Securities to be repurchased plus accrued interest to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the related interest payment date) as provided in, and subject to the terms of, the Indenture.

  • Payment Provisions The Company covenants that so long as this Note is outstanding:

  • Adjustment Provisions This Option, including the number of shares subject to the Option and the exercise price, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of Section 3.4 of the Plan.

  • Default Provisions In addition to any Default arising under Section 20.1 above, each of the following shall constitute a Default: (a) if Tenant fails to pay Rent or any other payment when due hereunder within ten (10) days after written notice from Landlord of such failure to pay on the due date; provided, however, that if in any consecutive 12 month period, Tenant shall, on two (2) separate occasions, fail to pay any installment of Rent on the date such installment of Rent is due, then, on the third such occasion and on each occasion thereafter on which Tenant shall fail to pay an installment of Rent on the date such installment of Rent is due, Landlord shall be relieved from any obligation to provide notice to Tenant, and Tenant shall then no longer have a ten (10) day period in which to cure any such failure; (b) except as is otherwise provided below in this Section 20.2, if Tenant fails, whether by action or inaction, to timely comply with, or satisfy, any or all of the obligations imposed on Tenant under this Lease (other than the obligation to pay Rent) for a period of 30 days after Landlord’s delivery to Tenant of written notice of such default under this Section 20.2(b); provided, however, that if the default cannot, by its nature, be cured within such 30 day period, but Tenant commences and diligently pursues a cure of such default promptly within the initial 30 day cure period, then, as long as Tenant continues to diligently pursue such a cure to completion, Landlord shall not exercise its remedies under Section 21 unless such default remains uncured for more than 270 days after the initial delivery of Landlord’s original default notice and same shall not be deemed to be a “Default” for purposes of this Lease; (c) the occurrence of a default under any or all of the leases scheduled on Exhibit D (“Other Leases”), which default under one or more of the Other Leases is not cured on a timely basis, pursuant to the terms of the applicable Other Lease(s) (“Other Lease Default”); upon the occurrence of an Other Lease Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder; rather, the occurrence of an Other Lease Default shall immediately constitute a Default under this Lease; and (d) Guarantor defaults under any or all of its obligations under that certain Guaranty of Lease, dated of even date herewith (the “Guaranty”), and fails to cure same within the time period, if any, provided in the Guaranty (each, a “Guaranty Default”); upon the occurrence of any Guaranty Default, there shall be no notice required to be delivered hereunder, nor shall any cure period be available to Tenant hereunder, but rather the occurrence of a Guaranty Default shall immediately constitute a Default under this Lease.

  • Redemption Provisions Notwithstanding any provision to the contrary contained in the Certificate of Incorporation of Borrower, as amended from time to time (the “Charter”), if, pursuant to the redemption provisions contained in the Charter, Lender is entitled to a redemption of its Warrant, such redemption (in the case of Lender) will be at a price equal to the redemption price set forth in the Charter (the “Existing Redemption Price”). If, however, Lender delivers written notice to Borrower that the then current regulations promulgated under the SBIC Act prohibit payment of the Existing Redemption Price in the case of an SBIC (or, if applied, the Existing Redemption Price would cause the Series C Preferred Stock to lose its classification as an “equity security” and Lender has determined that such classification is unadvisable), the amount Lender will be entitled to receive shall be the greater of (i) fair market value of the securities being redeemed taking into account the rights and preferences of such securities plus any costs and expenses of the Lender incurred in making or maintaining the Warrant, and (ii) the Existing Redemption Price where the amount of accrued but unpaid dividends payable to the Lender is limited to Borrower's earnings plus any costs and expenses of the Lender incurred in making or maintaining the Warrant; provided, however, the amount calculated in subsections (i) or (ii) above shall not exceed the Existing Redemption Price.

  • Agreement Provisions If the Company, on behalf of any Account, purchases Trust Portfolio shares (“Eligible Shares”) that are subject to a Rule 12b-1 plan adopted under the 1940 Act (the “Plan”), the Company, on behalf of its Distributor, may participate in the Plan. To the extent the Company or its affiliates, agents or designees (collectively “you”) provide any activity or service that is primarily intended to assist in the promotion, distribution or account servicing of Eligible Shares (“Rule 12b-1 Services”) or variable contracts offering Eligible Shares, the Underwriter, the Trust or their affiliates (collectively, “we”) may pay you a Rule 12b-1 fee. “Rule 12b-1 Services” may include, but are not limited to, printing of prospectuses and reports used for sales purposes, preparing and distributing sales literature and related expenses, advertisements, education of dealers and their representatives, and similar distribution-related expenses, furnishing personal services to owners of Contracts which may invest in Eligible Shares (“Contract Owners”), education of Contract Owners, answering routine inquiries regarding a Portfolio, coordinating responses to Contract Owner inquiries regarding the Portfolios, maintaining such accounts or providing such other enhanced services as a Trust Portfolio or Contract may require, or providing other services eligible for service fees as defined under FINRA rules. Your acceptance of such compensation is your acknowledgment that eligible services have been rendered. All Rule 12b-1 fees, shall be based on the value of Eligible Shares owned by the Company on behalf of its Accounts, and shall be calculated on the basis and at the rates set forth in the compensation provision stated above. The aggregate annual fees paid pursuant to each Plan shall not exceed the amounts stated as the “annual maximums” in the Portfolio’s prospectus, unless an increase is approved by shareholders as provided in the Plan. These maximums shall be a specified percent of the value of a Portfolio’s net assets attributable to Eligible Shares owned by the Company on behalf of its Accounts (determined in the same manner as the Portfolio uses to compute its net assets as set forth in its effective Prospectus). The Rule 12b-1 fee will be paid to you within thirty (30) days after the end of the three-month periods ending in January, April, July and October. You shall furnish us with such information as shall reasonably be requested by the Trust’s Boards of Trustees (“Trustees”) with respect to the Rule 12b-1 fees paid to you pursuant to the Plans. We shall furnish to the Trustees, for their review on a quarterly basis, a written report of the amounts expended under the Plans and the purposes for which such expenditures were made. The Plans and provisions of any agreement relating to such Plans must be approved annually by a vote of the Trustees, including the Trustees who are not interested persons of the Trust and who have no financial interest in the Plans or any related agreement (“Disinterested Trustees”). Each Plan may be terminated at any time by the vote of a majority of the Disinterested Trustees, or by a vote of a majority of the outstanding shares as provided in the Plan, on sixty (60) days’ written notice, without payment of any penalty, or as provided in the Plan. Continuation of the Plans is also conditioned on Disinterested Trustees being ultimately responsible for selecting and nominating any new Disinterested Trustees. Under Rule 12b-1, the Trustees have a duty to request and evaluate, and persons who are party to any agreement related to a Plan have a duty to furnish, such information as may reasonably be necessary to an informed determination of whether the Plan or any agreement should be implemented or continued. Under Rule 12b-1, the Trust is permitted to implement or continue Plans or the provisions of any agreement relating to such Plans from year-to-year only if, based on certain legal considerations, the Trustees are able to conclude that the Plans will benefit each affected Trust Portfolio and class. Absent such yearly determination, the Plans must be terminated as set forth above. In the event of the termination of the Plans for any reason, the provisions of this Schedule F relating to the Plans will also terminate. You agree that your selling agreements with persons or entities through whom you intend to distribute Contracts will provide that compensation paid to such persons or entities may be reduced if a Portfolio’s Plan is no longer effective or is no longer applicable to such Portfolio or class of shares available under the Contracts. Any obligation assumed by the Trust pursuant to this Agreement shall be limited in all cases to the assets of the Trust and no person shall seek satisfaction thereof from shareholders of the Trust. You agree to waive payment of any amounts payable to you by Underwriter under a Plan until such time as the Underwriter has received such fee from the Trust. The provisions of the Plans shall control over the provisions of the Participation Agreement, including this Schedule F, in the event of any inconsistency. You agree to provide complete disclosure as required by all applicable statutes, rules and regulations of all rule 12b-1 fees received from us in the prospectus of the Contracts.

  • Invalidity of Subordination Provisions Any subordination provision in any document or instrument governing Indebtedness that is purported to be subordinated to the Obligations or any subordination provision in any subordination agreement that relates to any Indebtedness that is to be subordinated to the Obligations, or any subordination provision in any guaranty by any Loan Party of any such Indebtedness, shall cease to be in full force and effect, or any Person (including the holder of any such Indebtedness) shall contest in any manner the validity, binding nature or enforceability of any such provision; or

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • FINAL PROVISIONS 9.1 Any warning, communication, correspondence, notice, request, claim, action, instruction, arbitration notice, summons or service of process related to this Agreement or to any dispute, action, doubt or controversy resulting from or relating to this Agreement shall be deemed delivered when received by the other Party (i) by certified mail, from a recognized courier company, upon actual receipt thereof, (ii) at the time of delivery, if delivered personally, or (iii) on the date of confirmation of receipt of the transmission issued by fax, when sent by fax, as the case may be, to the addresses and telephone/fax numbers listed below (or to any other address or telephone/fax number informed by one of the Parties in writing to the other Parties):

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