Reduction in Number of Shares Clause Samples

Reduction in Number of Shares. The parties acknowledge that the loans under the Loan Agreement are to be disbursed in two tranches (“Tranche 1” and “Tranche 2” as defined in the Loan Agreement). 13,200 shares of Warrant Stock are immediately convertible on the Issue Date. 4,400 shares of Warrant Stock automatically become convertible if and when the Company draws Tranche 2 under the Loan Agreement.
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Reduction in Number of Shares. 8.1 Notwithstanding anything contained herein to the contrary, if prior to the date which is three (3) years after the date hereof the Company undertakes a Qualified Public Offering (as defined in the Company's Amended and Restated Articles of Incorporation), then the number of Shares that may be purchased upon exercise or exchange of this Warrant shall be reduced as follows: (a) If the average (weighted by daily trading volume) Daily Price of the Company's publicly traded shares of Common Stock during the Measurement Period (as defined below) exceeds the product obtained by multiplying 2.5 by the Series A Conversion Value (as such term is defined in the Company's Amended and Restated Articles of Incorporation) on the last day of the Measurement Period, this Warrant shall terminate immediately and the Holder of this Warrant shall not be entitled to purchase any shares pursuant to the exercise or exchange hereof; and (b) If the average (weighted by daily trading volume) Daily Price of the Company's publicly traded shares of Common Stock during the Measurement Period exceeds the product obtained by multiplying 2.0 by the Series A Conversion Value on the last day of the Measurement Period (the "2.0 Value") but is less than or equal to the product obtained by multiplying 2.5 by such Series A Conversion Value (the "2.5 Value"), the total number of Shares issuable upon exercise or exchange hereof, taking into account all adjustments to the number and kind of Shares provided in this Warrant, shall automatically be reduced in accordance with the formula set forth at Schedule A attached hereto. (c) As used herein, "Measurement Period" means any single period of ninety (90) consecutive trading days including the date which is three (3) years after the date hereof, which period shall be selected by the Company. The Company shall provide written notice to the Holder within three (3) days after the end of the Measurement Period in which the average (weighted by daily trading volume) Daily Price exceeds the 2.5 Value, which notice shall specify the number of Shares provided in this Warrant that have been reduced in accordance with the formula set forth at Schedule A attached hereto.
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Reduction in Number of Shares of the Warrants is deleted and of no force and effect, with no adjustment to the Number of Shares under the Warrants being applicable based on the Company having failed to meet the required performance criteria as set forth therein.
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Reduction in Number of Shares. If the Company meets or exceeds, for calendar 2017, based on amounts as disclosed in the Company’s first SEC Reporting made after December 31, 2017 (as adjusted for the definition of Adjusted EBITDA), ninety percent (90%) of its consolidated Revenues and Adjusted EBITDA as previously agreed between Lender and the Company for its 2017 fiscal year, then the Number of Shares subject to this Warrant as set forth on page 1 hereto shall be reduced by twenty percent (20%) to 212,766 shares. Except if convertible in connection with an Acquisition, until the Company’s satisfaction of such performance conditions is determinable, Holder may convert this Warrant for no more than eighty percent (80%) of the stated Number of Shares. “Revenues” and “Adjusted EBITDA” have their meanings as previously agreed between Holder and the Company.
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Reduction in Number of Shares. If the Company meets or exceeds for the fiscal year ending March 31, 2014: (i) $32,600,000 in Revenues, and (ii) $412,000 in EBITDA, then the Number of Shares issuable on Exercise or Exchange of this Warrant shall be reduced by [______] shares, [______] of such shares being those issuable hereunder at an Exchange Price of $0.50 and [______] of such shares being those issuable hereunder at an Exchange Price of $1.00 (the “Claw-Back Number of Shares”) to [______] shares. The term “EBITDA” means (a) Net Income, plus (b) Interest Expense, plus (c) to the extent deducted in the calculation of Net Income, depreciation expense and amortization expense, plus (d) non-cash stock compensation, plus (e) income tax expense, plus (f) other non-cash items including intangible asset write-offs, plus (g) non-cash warrant liability expenses, in each case to the extent such items have been deducted from the calculation of Net Income or less non-cash warrant liability income to the extent added to the calculation of Net Income. Defined terms in the foregoing have their meanings as set forth in the Loan Agreement (whether or not the Loan Agreement is in effect as at the date of determination). The term “Revenues” means revenues required to be recognized as such under GAAP.
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Reduction in Number of Shares. If the Company (i) earns at least $20,000,000 in Revenues during the calendar year 2012, and (ii) has EBITDA of not less than ($4,000,000) for the calendar year 2012 (parentheses denoting a negative number), then the Number of Shares issuable on Exercise or Exchange of this Warrant shall be reduced to 4,500,000. The term “EBITDA” means (a) net income, minus (b) any non-cash
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Reduction in Number of Shares. The parties acknowledge that the loans under the Loan Agreement are made available in two separate Loan Facilities, Facility A (represented in Schedule 1 to the Loan Agreement) and Facility B (represented in Schedule 2 to the Loan Agreement) and the Warrant Stock is intended to represent a maximum of 3.9% of FDE and become convertible upon Loans being made available to Borrower from time to time based on its financial performance. As a result, the Warrant Stock becomes convertible by ▇▇▇▇▇▇ as follows: (i) 4,435,680 shares of Warrant Stock (2.4% of FDE) are immediately convertible on the Issue Date with the disbursement of Tranche 1 of Facility B, (ii) 1,108,530 shares of Warrant Stock (0.6% of FDE) become immediately convertible on the date Tranche 2 of Facility B is disbursed, and (iii) 555,000 (0.3% of FDE) shares of Warrant Stock automatically become convertible on each (of three) occasions when the Company meets the financial performance criteria to increase the Facility A Dollar Credit Limit.
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Related to Reduction in Number of Shares

  • Adjustment in Number of Shares Upon each adjustment of the Exercise Price pursuant to the provisions of this Paragraph 4, the number of shares of Common Stock issuable upon exercise of this Warrant shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product so obtained by the adjusted Exercise Price.

  • Adjustment of Number of Shares Upon each adjustment in the Warrant Price, the number of Shares of Series Preferred purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Warrant Price by a fraction, the numerator of which shall be the Warrant Price immediately prior to such adjustment and the denominator of which shall be the Warrant Price immediately thereafter.

  • Adjustments to Number of Shares The number of shares of Common Stock subject to this Option shall be adjusted to take into account any stock splits, stock dividends, recapitalization of the Common Stock as provided in the Stock Option Plan.

  • Purchase Price; Number of Shares The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $3.89 (the “Purchase Price”), 51,414 fully paid and nonassessable shares of the Company’s Series A-1 Preferred Stock, $0.0001 par value (the “Preferred Stock”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

  • Maximum Number of Shares Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate amount of Shares sold pursuant to this Agreement would exceed the lesser of (A) together with all sales of Shares under this Agreement, the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement by the Board, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Board, a duly authorized committee thereof or a duly authorized executive officer, and notified to the Manager in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Shares sold pursuant to this Agreement to exceed the Maximum Amount.