Subsequent Sale at Lower Price Sample Clauses

Subsequent Sale at Lower Price. If during the twelve month period following the Closing Date (the "Anniversary Period"), the Corporation shall, on any one or more occasion, sell any shares of its common stock or any security convertible into or exercisable in respect of common stock, or issue additional shares of common stock upon conversion during the Anniversary Period of its currently outstanding Series A Convertible Preferred Stock for a selling price per share or a conversion price per share which shall be lower than the purchase price per share of the Stock sold to Purchaser pursuant to Section 1.2 hereof (such lower price or prices being the "Reset Price"), the purchase price per share of the Stock sold to the Purchaser hereunder shall be adjusted downward as at the end of the Anniversary Period so as to equal the Reset Price. The lowest selling price per share or conversion price per share at which the Corporation shall issue its common stock during the Anniversary Period shall determine the applicable Reset Price; provided, that
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Subsequent Sale at Lower Price. If during the six month period ------------------------------ following the Closing Date, the Corporation sells any shares of its common stock for a selling price lower than the purchase price per share set forth in Section 1.2 hereof, the purchase price per share of the Stock sold to Purchaser hereunder shall be adjusted downward to equal such lower selling price. The Corporation shall give to the Purchaser prompt written notice of any such sale.
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Subsequent Sale at Lower Price. Subject to the exclusions contained in Section 10.5 below, if during the period (a) ending twelve months following the Closing Date, or (b) ending nine months after the effectiveness of the registration pursuant to Section 7, whichever is later (the "Restricted Period"), the Corporation sells any shares of its common stock in a capital raising transaction at a selling price lower than the purchase price per share set forth in Section 1.2 hereof, the purchase price per share of the Stock sold to Purchaser hereunder shall be adjusted downward to equal such lower selling price; provided, however, that in the event Purchaser then owns less than 60% of the Stock acquired hereunder, Purchaser shall be entitled to additional shares only with respect to the number of shares of the Stock then owned by Purchaser . The Corporation shall give to the Purchaser prompt written notice of any such sale. The Restricted Period shall be extended by that number of days that the Purchaser is required to abide by a "market stand off" pursuant to Section 7.10 above and that the Corporation suspends the effectiveness of a registration statement pursuant to Section 7.11 above.
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Subsequent Sale at Lower Price 
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Related to Subsequent Sale at Lower Price

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

  • Base Purchase Price 10 3.2 Adjustments to Base Purchase Price..................................... 10 3.3

  • 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):

  • 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.

  • Acquisition Price The aggregate acquisition price for the JET Shares shall be one share of Common Stock $.001 par value per share, of Buyer, issued by the Buyer, for every one JET Shares transferred hereunder (the "EYEQ Shares"). The acquisition price will be equitably adjusted for any stock splits, reverse stock splits, stock combinations or recapitalizations of Buyer which occur after August 7, 1998 and prior to closing as set forth in Section 3 hereof.

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Price 9. Agent’s commission, if any, determined as provided in the Distribution Agreement.

  • Adjustment of Repurchase Price In determining the applicable repurchase price of the Stock and Options, as provided for in Sections 5 and 6, above, appropriate adjustments shall be made for any stock dividends, splits, combinations, recapitalizations or any other adjustment in the number of outstanding shares of Stock in order to maintain, as nearly as practicable, the intended operation of the provisions of Sections 5 and 6.

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

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