Common use of Automatic Exercise Clause in Contracts

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(x)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (y) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__], 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (MKS Instruments Inc)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a “Notice Conversion Notice” or “notice of Conversion” (as such term is defined terms are used in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May September [__], 2024 2025 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”),]14 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below (subject to “Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date” below). Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 9:00 a.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Confirmation)]15 (such lesser number, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of Remaining Options were converted with a “Conversion 14 Include for Additional Call Option Confirmation only. 15 Insert for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Oscar Health, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Exchange Date occurring on or after the Free Convertibility Date Exchangeability Date, in respect of which a “Notice of ConversionExchange” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting exchanging “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Exchangeable Notes in denominations of USD 1,000 as to which such Conversion Exchange Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Exchange Date under the Base Call Option Transaction Confirmation letter agreement dated May [_______], 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”),]16 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Exchangeability Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below)occur, a number of Options equal to the lesser of (a) the Number of Options 11 (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 5:00 p.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Transaction Confirmation)]17 (such lesser number, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number of Exchangeable Notes (in denominations of USD 1,000 principal amount) equal to such number of Remaining Options were exchanged with an “Exchange Date” (as defined in the Indenture) occurring on or after the 16 Include for Additional Call Option Confirmation only. 17 Insert for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (SB/RH Holdings, LLC)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a Notice of Conversion” (as such term is defined in the Indenture) Conversion that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May September [__], 2024 2025 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]18 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Repayment Options After Free Convertibility Date: Notwithstanding anything herein or 17 Include cross reference to Indenture section containing provisions for exchange in Section 3.4 lieu of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 conversion. 18 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Impinj Inc)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a Notice of Conversion” (as such term is defined in the Indenture) Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__], 2024 2025 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]18 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. 17 Include cross-reference to Indenture section containing provisions for exchange in lieu of conversion. 18 Include for Additional Call Option Confirmation only. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Repayment Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 Include for Additional Call Option Confirmation only.Free

Appears in 1 contract

Sources: Call Option Transaction (Lumentum Holdings Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a Notice of Conversion” (as such term is defined in the Indenture) Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder” (as such term is defined in the Indenture), a number of Options equal to [(x)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (y) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__], 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 shall be deemed to be automatically exercised; provided that that, except as provided under “Automatic Exercise of Remaining Options After Free Convertibility Date” below, such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contraryor “Automatic Exercise” above, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options that remain unexercised at such time on such date (as defined belowafter giving effect to the provisions opposite the caption “Automatic Exercise” above), a number of Options equal to the lesser of (a) the Number of Options 11 Include (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 9:00 a.m. (New York City time) on the Expiration Date (such Options, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of Remaining Options were outstanding under the Indenture and were converted with a “Conversion Date” (as defined in the Indenture) occurring on or after the Free Convertibility Date and (ii) the Notice of Final Settlement Method, if any, applied to such Convertible Notes; provided that no such automatic exercise pursuant to this paragraph will occur if the Relevant Price for Additional Call Option Confirmation onlyeach Valid Day during the Settlement Averaging Period is less than or equal to the Strike Price.

Appears in 1 contract

Sources: Call Option Transaction Confirmation (Mirion Technologies, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a Notice of Conversion” (as such term is defined in the Indenture) Conversion that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__], 2024 2025 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]12 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Repayment Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 12 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Zscaler, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity DefinitionsDefinitions and subject to Section 9(i)(iii), on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture)Date, a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__August [ ], 2024 2023 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”),] shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 Include for Additional (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 9:00 a.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Confirmation only.Transaction Confirmation)] (such lesser number, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of Remaining Options were

Appears in 1 contract

Sources: Call Option Transaction (Akamai Technologies Inc)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture)Date, a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [, minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__October [ ], 2024 2023 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),] 20 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Date Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below)occur, a number of Options equal to the lesser of (a) the Number of Options 11 (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 5:00 p.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Transaction 20 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Enovis CORP)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity DefinitionsDefinitions and subject to Section 9(i)(iii), on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture)Date, a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__[ ], 2024 2025 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”),] shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 Include for Additional (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 9:00 a.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Confirmation only.Transaction Confirmation)] (such lesser number, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of

Appears in 1 contract

Sources: Call Option Transaction (Akamai Technologies Inc)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Exchange Date occurring on or after the Free Convertibility Date Exchangeability Date, in respect of which a “Notice of ConversionExchange” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting exchanging “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Exchangeable Notes in denominations of USD 1,000 as to which such Conversion Exchange Date has occurred [, minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Exchange Date under the Base Call Option Transaction Confirmation letter agreement dated May August [__], 2024 2023 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Exchangeable Notes subject to exchange shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]13 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Exchangeability Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below)occur, a number of Options equal to the lesser of (a) the Number of Options 11 (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 5:00 p.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as 13 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Hannon Armstrong Sustainable Infrastructure Capital, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May August [__], 2024 2025 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”),]12 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Repayment Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Repayment Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 12 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction Confirmation (Upstart Holdings, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date in respect of which a Notice of Conversion” (as such term is defined in the Indenture) Conversion that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(x)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (y) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__August [ ], 2024 2023 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, in the event that there would be an Automatic Exercise with respect to any Remaining Repurchase Options (as defined below), then unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any the Remaining Repurchase Options (as defined below)Options, a number of Options equal to the lesser of (a) the Number of Options (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 5:00 p.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Transaction Confirmation)]12 (such lesser number, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of 11 Include for Additional Call Option Confirmation only. 12 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Shockwave Medical, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Exchange Date occurring on or after the Free Convertibility Date (other than in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenturean Early Exchange), a number of Options equal to [(xi)] the number of Convertible Exchangeable Notes in denominations of USD 1,000 as to which such Conversion Exchange Date has occurred occurred[, minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Exchange Date under the Base Call Option Transaction Confirmation letter agreement dated May September [__], 2024 between Dealer 2025 among Dealer, Counterparty and Counterparty Parent (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Exchangeable Notes subject to exchange shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),] shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. below.20 Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise 18 Insert section of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions Indenture that relates to the contrary, unless Counterparty notifies Dealer establishment of an Exchange Date 19 Insert section of indenture that is in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser exchange in lieu of (a) the Number of Options 11 exchange 20 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Boston Properties LTD Partnership)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__]October 15, 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”),]23 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 (after giving effect to the provisions opposite the caption “Automatic Exercise” above) as of 9:00 a.m. (New York City time) on the Expiration Date and (b) the Remaining Repurchase Options [minus the number of Remaining Options (as defined in the Base Call Option Confirmation)]24 (such lesser number, the “Remaining Options”) will be deemed to be automatically exercised as if (i) a number of Convertible Notes (in denominations of USD 1,000 principal amount) equal to such number of Remaining Options were converted with a “Conversion Date” (as defined in the Indenture) occurring on or after the Free Convertibility Date and (ii) the Relevant Settlement Method applied to such Convertible Notes; provided that no such automatic exercise pursuant to this paragraph will 23 Include for Additional Call Option Confirmation only. 24 Insert for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Guidewire Software, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a Notice of Conversion” (as such term is defined in the Indenture) Conversion that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May August [__], 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]21 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 (after giving effect to the provisions opposite the caption 20 Include cross-reference to section of the Indenture containing provisions for exchange in lieu of conversion. 21 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Ani Pharmaceuticals Inc)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a Notice of Conversion” (as such term is defined in the Indenture) Conversion that is effective as to Counterparty has been delivered by the relevant converting Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__], 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base 16 Include cross-reference to Indenture section(s) setting forth the requirements for conversion of the Convertible Notes. 17 Include cross-reference to Indenture section containing provisions for exchange in lieu of conversion. Call Option Confirmation until all Options thereunder are exercised or terminated),]18 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise to occur with respect to any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Microchip Technology Inc)

Automatic Exercise. Notwithstanding Section 3.4 any other provision of this Agreement, if as of the Equity Definitions, on each Conversion last trading day prior to the earlier of (i) the Term/Expiration Date occurring or (ii) the fourth anniversary of the date of Optionee’s Special Retirement (if the Option was granted on or after March 3, 2014) or Ordinary Retirement, the Free Convertibility Date in respect Option has not been exercised and the then Fair Market Value of which a “Notice share exceeds the per share exercise price by at least $.01 (such expiring portion of Conversion” (as such term is defined in the Indenture) option that is effective as to Counterparty has been delivered by the relevant converting so Holderin-the-money,(as such term is defined in the Indenturean “Auto-Exercise Eligible Option”), Optionee will be deemed to have automatically exercised such Auto-Exercise Eligible Option (to the extent it has not previously been exercised or forfeited) in accordance with the provisions of this paragraph. In the event of an automatic exercise pursuant to this paragraph, the Company will reduce the number of Exercised Shares issued to Optionee upon such automatic exercise of the Auto-Exercise Eligible Option by a number of Options Exercised Shares having a Fair Market Value equal to [(x)] the aggregate exercise price for such Exercised Shares in order to satisfy the aggregated exercise price obligation for the Auto-Exercise Eligible Option. Further, the Company shall reduce the number of Convertible Notes Exercised Shares issued to the Optionee by that number of Exercised Shares having an aggregate Fair Market Value equal to the minimum statutory tax withholding obligation arising upon the automatic exercise. The number of shares so held back shall be rounded up to the nearest whole number as necessary to avoid fractional shares and any excess amount held back shall be refunded in denominations of USD 1,000 as cash to which such Conversion Date has occurred [minus (y) Optionee. The foregoing notwithstanding, Optionee may notify the Company, in writing, in advance, that Optionee wishes to satisfy the aggregated exercise price obligation and/or the minimum statutory tax withholding obligation in whole or in part through payment in cash rather than through reduction in the number of Options Exercised Shares issued to Optionee or, alternatively, that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [__], 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it Optionee does not wish automatic exercise for the Auto-Exercise Eligible Option to occur with respect be exercised at all. In its discretion, the Company may determine to cease automatically exercising options, including the Option, at any Remaining Repurchase Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options 11 Include for Additional Call Option Confirmation onlytime.

Appears in 1 contract

Sources: Non Qualified Stock Option Award Agreement (CF Industries Holdings, Inc.)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [, minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May [______], 2024 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]11 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Repayment Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Repayment Options (as defined below), a number of Options equal to the lesser of (a) the Number of Options (after giving effect to the provisions opposite the caption 11 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Xerox Corp)

Automatic Exercise. Notwithstanding Section 3.4 of the Equity Definitions, on each Conversion Date occurring on or after the Free Convertibility Date Date, in respect of which a “Notice of Conversion” (as such term is defined in the Indenture) that is effective as to Counterparty has been delivered by the relevant converting “Holder” (as such term is defined in the Indenture), a number of Options equal to [(xi)] the number of Convertible Notes in denominations of USD 1,000 as to which such Conversion Date has occurred [, minus (yii) the number of Options that are or are deemed to be automatically exercised on such Conversion Date under the Base Call Option Transaction Confirmation letter agreement dated May August [__], 2024 2025 between Dealer and Counterparty (the “Base Call Option Transaction Confirmation”),]11 Confirmation”) (and for the purposes of determining whether any Options under this Confirmation or under the Base Call Option Confirmation will be automatically exercised hereunder or under the Base Call Option Confirmation, the Convertible Notes subject to conversion shall be allocated first to the Base Call Option Confirmation until all Options thereunder are exercised or terminated),]14 shall be deemed to be automatically exercised; provided that such Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below. Notwithstanding the foregoing, in no event shall the number of Options that are exercised or deemed exercised hereunder exceed the Number of Options. Automatic Exercise of Remaining Repurchase Options After Free Convertibility Date: Notwithstanding anything herein or in Section 3.4 of the Equity Definitions to the contrary, unless Counterparty notifies Dealer in writing prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the Expiration Date that it does not wish automatic exercise Automatic Exercise to occur with respect to any Remaining Repurchase Options (as defined below)occur, a number of Options equal to the lesser of (a) the Number of Options 11 (after giving effect to the provisions opposite the caption “Automatic 14 Include for Additional Call Option Confirmation only.

Appears in 1 contract

Sources: Call Option Transaction (Pitney Bowes Inc /De/)