MARKET PRICE DECLINE Clause Samples

MARKET PRICE DECLINE. By the Company, if the Average Closing Price shall be less than $11.25. If the Company elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give to Heritage written notice on or before the second day after the Determination Date. During the three-day period commencing on the date of such notice, Heritage shall have the option of adjusting the Company Option Conversion Ratio and the Company Common Stock Conversion Ratio so that the Valuation Price shall equal $11.25. If Heritage makes an election contemplated by the preceding sentence, within such three-day period, it shall give prompt written notice to Company of such election and the revised Company Option and Company Common Stock Conversion Ratios, whereupon no termination shall have occurred pursuant to this Section and this Agreement shall remain in effect in accordance with its terms (except as the Company Option and Company Common Stock Conversion Ratios shall have been so modified), and any references in this Agreement to "Company Option Conversion Ratio" or "Company Common Stock Conversion Ratio" shall thereafter be deemed to refer to such ratios as adjusted pursuant to this Section. If Heritage declares or effects a stock dividend, reclassification, recapitalization, split-up, combination, exchange of shares or similar transaction between the date hereof and the Determination Date, the prices for Heritage Common Stock shall be appropriately adjusted for the purposes of applying this Section.
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MARKET PRICE DECLINE. By the Company, if the Average Closing Price shall be less than $10.00. If the Company elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give to Heritage written notice on or before the second day after the Determination Date. During the three-day period commencing on the date of such notice, Heritage shall have the option of increasing the Merger Consideration pursuant to Section 2.1(A)(3) of this Plan. If Heritage makes an election contemplated by the preceding sentence, within such three-day period, it shall give prompt written notice to Company of such election, whereupon no termination shall have occurred pursuant to this Section and this Agreement shall remain in effect in accordance with its terms.
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Related to MARKET PRICE DECLINE

  • Market Price as of any date, (i) means the average of the last reported sale prices for the shares of Common Stock on the OTCBB for the five (5) Trading Days immediately preceding such date as reported by Bloomberg, or (ii) if the OTCBB is not the principal trading market for the shares of Common Stock, the average of the last reported sale prices on the principal trading market for the Common Stock during the same period as reported by Bloomberg, or (iii) if market value cannot be calculated as of such date on any of the foregoing bases, the Market Price shall be the fair market value as reasonably determined in good faith by (a) the Board of Directors of the Company or, at the option of a majority-in-interest of the holders of the outstanding Warrants by (b) an independent investment bank of nationally recognized standing in the valuation of businesses similar to the business of the corporation. The manner of determining the Market Price of the Common Stock set forth in the foregoing definition shall apply with respect to any other security in respect of which a determination as to market value must be made hereunder.

  • Price Decreases The following price decrease terms will apply to the Contract:

  • Current Market Price For all purposes of this Agreement, the Current Market Price per share of Common Stock on any date shall be deemed to be the average of the daily closing prices for the thirty consecutive business days commencing before such date. The closing price for each day shall be (a) if the Common Stock shall be listed or admitted to trading on the New York Stock Exchange, the closing price on the NYSE-Consolidated Tape (or any successor composite tape recording transactions on the New York Stock Exchange) or, if such a composite tape shall not be in use or shall not report transactions in the Common Stock, or if the Common Stock shall be listed on a stock exchange other than the New York Stock Exchange, the last reported sales price regular way on the principal national securities exchange on which the Common Stock shall be listed or admitted to trading (which shall be the national securities exchange on which the greatest number of shares of the Common Stock has been traded during such thirty consecutive business days), or, in either case, if there is no transaction on any such day, the average of the bid and asked prices regular way on such day, or (b) if the Common Stock shall not be listed or admitted to trading on any national securities exchange, the closing price, if reported, or, if the closing price is not reported, the average of the closing bid and asked prices, as reported by the National Association of Securities Dealers Automated Quotation (Nasdaq) National Market or a similar source selected from time to time by the Company for the purpose. If on any such date the shares of Common Stock are not quoted by any such source, the fair value of such shares on such date, as determined by the Board of Directors of the Company, shall be used.

  • PRICE/DELIVERY Price(s) bid must be the price(s) for new goods, unless otherwise specified. Any bids containing modifying or “escalator” clauses will not be considered unless specifically requested in the bid specifications.

  • Price If pricing is not stated on this Order or in an executed procurement agreement, then Supplier’s pricing shall not exceed the lowest prices charged by Supplier to other similarly situated customers. Except as otherwise provided in this Order, such prices are inclusive of applicable value added tax and other similar taxes (collectively “VAT”), freight charges and duties.