Amendment Event Sample Clauses
Amendment Event. If an Amendment Event (as defined below) occurs, MLI shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and, notwithstanding anything to the contrary herein, no payments shall be required under this Agreement in connection with such Amendment Event.
Amendment Event. If an Amendment Event (as defined below) occurs, Dealer shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and, notwithstanding anything to the contrary herein, no payments shall be required hereunder in connection with such Amendment Event.
Amendment Event. If an Amendment Event (as defined below) occurs, the Transaction shall terminate in its entirety and, notwithstanding anything to the contrary herein, no payments shall be required hereunder in connection with the Additional Termination Event arising as a result of such Amendment Event.
Amendment Event. If an Amendment Event (as defined below) occurs, Wachovia shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement and, notwithstanding anything to the contrary herein, no payments shall be required under this Agreement in connection with such Amendment Event.
Amendment Event. If an Amendment Event (as defined below) occurs, GS&Co. shall have the right to designate an Early Termination Date pursuant to Section 6(b) of the Agreement with respect to the Transaction only and, notwithstanding anything to the contrary herein, no payments shall be required hereunder in connection with such Amendment Event.
Amendment Event. Notwithstanding anything to the contrary in this Confirmation, if an Amendment Event has occurred, the Calculation Agent shall determine whether such occurrence has had or will have a material economic effect on the Transaction and, if so, shall, adjust the Cap Price to preserve the fair value of the Options to Dealer (taking into account, for the avoidance of doubt, such economic effect on both the Strike Price and Cap Price); provided that in no event shall the Cap Price be less than the Strike Price.. If the Calculation Agent determines that no adjustment that it can make pursuant to the immediately preceding sentence will produce a commercially reasonable result (including after giving effect to the proviso thereof), it shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, (B) the Transaction shall be the sole Affected Transaction and (C) Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement. “Amendment Event” means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion rate, conversion rate adjustment provisions, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend (other than, in each case, any amendment or supplement (x) pursuant to Section 8.01(I) of the Indenture that, as determined by the Calculation Agent, conforms the Indenture to the description of Convertible Notes in the Offering Memorandum, (y) pursuant to Section 5.09 of the Indenture or (z) pursuant to Section 8.01(J) of the Indenture that, as determined by the Calculation Agent, cures any ambiguity, omission, defect or inconsistency in the Indenture or in the Notes in a manner that does not adversely affect any Holder in any material respect), in each case, without the consent of Dealer.
Amendment Event. Notwithstanding anything to the contrary herein, each Amendment Event (as defined below), if any, shall be disregarded for the purposes of determining the obligations of the parties hereunder, including the obligations of MLI to deliver Shares and/or cash. Accordingly, references to the “Note Indenture” herein shall be deemed to exclude any amendments to the Note Indenture that would have the effect of altering the obligations of the parties hereunder.
Amendment Event. Notwithstanding anything to the contrary herein, each Amendment Event (as defined below), if any, shall be disregarded for the purposes of determining the obligations of the parties hereunder, including the obligations of JPM to deliver Shares and/or cash. Accordingly, references to the “Note Indenture” herein shall be deemed to exclude any amendments to the Note Indenture that would have the effect of altering the obligations of the parties hereunder.