Cash Settlement Alternative Sample Clauses

Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date, in lieu of the Contract Shares, an amount in cash equal to the Average Market Price of the Contract Shares (the "Cash Settlement Alternative"), paid by wire transfer to an account designated by Custodian, in Federal (immediately available) funds; provided that in connection with a Rollover Offering which is consummated and as to which Seller has duly elected the Cash Settlement Alternative, such cash payment shall be made not later than the fifth Trading Day after the Exchange Date. Seller may request the Cash Settlement Alternative in respect of all, but not less than all, Contract Shares and may do so by notice to Purchaser, the Collateral Agent and the Custodian not less than 35 days prior to the Exchange Date (specifying whether such cash settlement is being made in connection with a Rollover Offering). If Seller elects the Cash Settlement Alternative and so notifies Purchaser, Purchaser shall provide notice of such election (specifying whether such cash settlement is being made in connection with a Rollover Offering) to the holders of the Securities, not less than thirty (30) nor more than ninety (90) days prior to the Exchange Date.
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Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date (whether or not extended pursuant to Section 2.3(e) or accelerated pursuant to Section 2.3(f)), in lieu of the Contract Stock, an amount in cash equal to the Average Market Price of the Contract Stock on the Exchange Date (the "Cash Settlement Alternative"), paid by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds; provided that if Seller elects the Cash Settlement Alternative in connection with a Rollover Offering, as provided below, and such Rollover Offering has been consummated on or before the Exchange Date, such cash payment shall be made not later than the fifth Trading Day after the Exchange Date. Seller may elect the Cash Settlement Alternative in respect of all, but not less than all, Contract Stock and may do so by notice to Purchaser, the Collateral Agent and the Custodian not less than 35 days prior to the Exchange Date as then in effect (specifying whether such cash settlement is being made in connection with a Rollover Offering). If Seller elects the Cash Settlement Alternative, Purchaser shall provide notice of such election (specifying whether such cash settlement is being made in connection with a Rollover Offering) to the holders of the Securities, not less than 30 nor more than 90 days prior to the Exchange Date as then in effect.
Sample 1
Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date, in lieu of the Contract Shares, in whole or in part, an amount in cash (the “Cash Settlement Alternative”) equal to the value, based on the Average Market Price of the Contract Shares at the Exchange Date, of the number of shares Seller would otherwise be required to deliver on the Exchange Date (the “Full Share Number”), multiplied by the Cash Percentage (as defined below), paid by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds, in which case the number of Contract Shares to be delivered by Seller on the Exchange Date will be the product of (x) 100% less the Cash Percentage and (y)
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Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date, in lieu of the Contract Shares, an amount in cash equal to the product of the Reference Market Price and the Contract Shares (the "Cash Settlement Alternative"), paid by wire transfer to an account designated by Custodian, in New York Clearing House Funds. Seller may elect the Cash Settlement Alternative in respect of all, but not less than all, Contract Shares by notice to Purchaser, the Collateral Agent and the Custodian not less than 20 Trading Days immediately prior to (but not including) the Exchange Date.
Sample 1
Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date, in lieu of the Contract Shares, an amount in cash equal to the Average Market Price of the Contract Shares (the "Cash Settlement Alternative"), paid by wire transfer to an account designated by Custodian, in Federal (immediately available) funds; provided that in connection with a Rollover Offering which is consummated and as to which Seller has duly elected the Cash Settlement Alternative, such cash payment shall be made not later than the fifth Trading Day after the Exchange Date. Seller may request the Cash Settlement Alternative in respect of all, but not less than all, Contract Shares and may do so by notice to Purchaser, the Collateral Agent and the Custodian not less
Sample 1
Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date, in lieu of the Contract Shares, an amount in cash equal to the Current Market Price of the Contract Shares (the "Cash Settlement Alternative"), paid by wire transfer to an account designated by Custodian, in Federal (immediately available) funds. Seller may request the Cash Settlement Alternative in respect of all, but not less than all, Contract Shares and may do so by notice to Purchaser, the Collateral Agent and the Custodian not less than 35 days prior to the Exchange Date. In the event Seller elects the Cash Settlement Alternative and so notifies Purchaser, Purchaser shall provide notice of such election to the holders of the Securities, together with a news release delivered to the Dow Jonex Xxxs Service announcing Seller's election of the Cash Settlement Alternative, not less than thirty (30) nor more than sixty (60) days prior to the Exchange Date.
Sample 1
Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date (whether or not extended pursuant to Section 2.3(d) or accelerated pursuant to Section 2.3(e)), in lieu of the Additional Stock, an amount in cash equal to the aggregate Average Market Price of the Additional Stock on the Exchange Date (the "Cash Settlement Alternative"), paid by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds; provided that if Seller elects the Cash Settlement Alternative in connection with a Rollover Offering, as provided below, and such Rollover Offering has been consummated on or before the Exchange Date, such cash payment shall be made not later than the fifth Trading Day after the Exchange Date. Seller may elect the Cash Settlement Alternative in respect of all, but not less than all, Additional Stock and may do so by notice to Purchaser, the Collateral Agent and the Custodian not less than 35 days prior to the Exchange Date as then in effect (specifying whether such cash settlement is being made in connection with a Rollover Offering). If Seller elects the Cash Settlement Alternative, Purchaser shall provide notice of such election (specifying whether such cash settlement is being made in connection with a Rollover Offering) to the holders of the Securities, not less than 30 nor more than 90 days prior to the Exchange Date as then in effect.
Sample 1
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Cash Settlement Alternative. If the Trust Administrator has been notified in writing by the Series A Holder not later than 30 days prior to the Exchange Date that the Series A Holder has elected to exercise the Cash Settlement Alternative, then, if the Series A Holder shall have delivered to the Trust Custodian cash in an amount not less than the Cash Settlement Amount on or prior to the Exchange Date, the Trust Administrator will direct the Trust Custodian to (i) deliver to the Paying Agent for distribution to TrENDS Holders pro rata the Cash Settlement Amount and (ii) deliver to the Series A Holder as promptly as possible after the Exchange Date all of the Contract Shares held by the Trust Custodian.
Sample 1
Cash Settlement Alternative. At its option, Seller may deliver to Purchaser on the Exchange Date, in lieu of the Contract Shares, in whole or in part, an amount per share of Common Stock it chooses to settle in cash (the “Cash Settlement Alternative”) equal to the Average Market Price of Common Stock on the Exchange Date, paid by wire transfer to an account designated by Purchaser, in Federal (immediately available) funds. If the Seller elects the Cash Settlement Alternative, it may do so by delivering notice to Purchaser, the Collateral Agent and the Custodian not less than 60 days nor more than 90 days preceding the Exchange Date then in effect, which notice shall state the portion to be settled in cash as a fixed percentage between 0% and 100%. If Seller elects the Cash Settlement Alternative, Purchaser shall provide notice of such election to the holders of the Securities not less than 45 days nor more than 90 days prior to the Exchange Date as then in effect.
Sample 1

Related to Cash Settlement Alternative

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

  • CASH SETTLEMENT OPTION The undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender repaid on the Fourth Amendment Effective Date and to purchase by assignment Tranche B Term Loans in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate Tranche B Term Loans to such Existing Term Lender or to allocate less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans in Tranche B Term Loans. Anchorage Capital CLO 9, Ltd. By: Anchorage Capital Group, L.L.C., its Collateral Manager By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: Name of Fund Manager (if any): Anchorage Capital Group, L.L.C. Exhibit A [Form of Lender Signature Page to Amendment] The undersigned, a Lender holding Original Initial Term Loans (“you”), hereby consents to the Fourth Amendment to that certain First Lien Credit Agreement, dated as of August 20, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, including by an Increase Supplement dated as of November 30, 2015, by the First Amendment to First Lien Credit Agreement dated as of November 30, 2015, by an Increase Supplement dated as of October 5, 2016, by the Second Amendment to First Lien Credit Agreement dated as of October 5, 2016, by an Increase Supplement dated as of January, 31, 2017 and by the Third Amendment to First Lien Credit Agreement dated as of January, 31, 2017, the “Existing First Lien Credit Agreement”), among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”) and the Lenders party thereto, which is proposed to be dated on or around August, 14 2017 and to be entered into among the Borrower, Holding, the several banks and financial institutions parties thereto as Lenders and the Administrative Agent (the “Amendment”) and to the attachment of this Existing Term Lender Signature Page to the Amendment. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment or the Existing First Lien Credit Agreement, as applicable. If you are an Existing Term Lender, you, if and only if you indicate below, hereby irrevocably and unconditionally approve of, and consent to, the Amendment, and to the attachment of this Lender Signature Page to the Amendment, and hereby agree that all parties to the Amendment are express third party beneficiaries of this Existing Term Lender Signature Page to the Amendment and hereby further agree as follows: [Check ONLY ONE of the two boxes below] x CASHLESS ROLLOVER OPTION Each undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender for a Tranche B Term Loan in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby (i) acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans, in which case the difference between the current principal amount of such Existing Term Lender’s Original Initial Term Loans and the allocated principal amount of Tranche B Term Loans will be prepaid on, and subject to the occurrence of, the Fourth Amendment Effective Date and (ii) agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each Existing Term Lender and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof.

  • Net Cash Settlement Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement; provided, however, that the foregoing will not preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its registration obligations hereunder.

  • Cashless Settlement Option:   o Post-Closing Settlement Option To convert 100% of the outstanding principal amount of Existing Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into New Term Loans in a like principal amount. To have 100% of the outstanding principal amount of Existing Term Loans held by such Lender prepaid on the Amendment No. 2 Effective Date and to agree to purchase from the Fronting Lenders pursuant to one or more Assignment and Assumptions New Term Loans in the principal amount of such Existing Term Loans (or such lesser amount allocated to such Lender by the Administrative Agent) on or immediately after the Amendment No. 2 Effective Date. GoldenTree Loan Opportunities VII, Ltd as a Term Lender By: GoldenTree Asset Management, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title:

  • Full Settlement The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

  • Physical Settlement If Physical Settlement is applicable, then Counterparty shall deliver to Dealer through the Clearance System a number of Shares equal to the Settlement Shares for such Settlement Date, and Dealer shall pay to Counterparty, by wire transfer of immediately available funds to an account designated by Counterparty, an amount equal to the Physical Settlement Amount for such Settlement Date. If, on any Settlement Date, the Shares to be delivered by Counterparty to Dealer hereunder are not so delivered (the “Deferred Shares”), and a Forward Price Reduction Date occurs during the period from, and including, such Settlement Date to, but excluding, the date such Shares are actually delivered to Dealer, then the portion of the Physical Settlement Amount payable by Dealer to Counterparty in respect of the Deferred Shares shall be reduced by an amount equal to the Forward Price Reduction Amount for such Forward Price Reduction Date, multiplied by the number of Deferred Shares.

  • Cashless Settlement Option ☒ ( to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount. Post-Closing Settlement Option ☐ to have 100% of the outstanding principal amount of the Original Tenn Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger). UFC Holdings, LLC

  • Settlement Amount See §2.9.1.

  • Staggered Settlement If upon advice of counsel with respect to applicable legal and regulatory requirements, including any requirements relating to Dealer’s commercially reasonable hedging activities hereunder, Dealer reasonably determines that it would not be practicable or advisable to deliver, or to acquire Shares to deliver, any or all of the Shares to be delivered by Dealer on any Settlement Date for the Transaction, Dealer may, by notice to Counterparty on or prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares on two or more dates (each, a “Staggered Settlement Date”) as follows:

  • Final Settlement As soon as administratively feasible after its resignation or removal as Trustee, the Trustee shall transfer to the successor trustee all property currently held by the Trust. However, the Trustee is authorized to reserve such sum of money as it may deem advisable for payment of its accounts and expenses in connection with the settlement of its accounts or other fees or expenses payable by the Trust. Any balance remaining after payment of such fees and expenses shall be paid to the successor trustee.

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