Cashless Settlement Sample Clauses

Cashless Settlement. If Cash Settlement is elected, the undersigned shall tender payment of the Exercise Price therefor in accordance with instructions received from the Warrant Agent. Please check below if this exercise is contingent upon a Liquidity Event in accordance with Section 3.2(e) of the Warrant Agreement. This exercise is being made in connection with a Liquidity Event; provided, that in the event that such transaction shall not be consummated, then this exercise shall be deemed revoked. THIS EXERCISE NOTICE MUST BE DELIVERED TO THE WARRANT AGENT PRIOR TO THE EXPIRATION TIME. THE WARRANT AGENT SHALL NOTIFY YOU OF THE ADDRESS AND PHONE NUMBER WHERE YOU CAN CONTACT THE WARRANT AGENT AND TO WHICH WARRANT EXERCISE NOTICES ARE TO BE SUBMITTED. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Warrant Agreement. Dated: Name: (Please Print) (Insert Social Security or Other Identifying Number of Warrantholder) Address: Signature (Signature must conform in all respects to name of Warrantholder as specified on the face of this Warrant Certificate and must bear a signature guarantee by a bank, trust company or member firm of a U.S. national securities exchange.) Signature Guaranteed: Instructions (i) as to denominations and names of Common Shares issuable upon exercise and as to delivery of such securities and any other property issuable upon exercise and (ii) if applicable, as to Warrant Certificates evidencing unexercised Warrants:
Cashless Settlement. Each of the Existing Lenders executing and delivering an Authorization that elects a cashless settlement (each, a “Cashless Authorization”) is a Lender of record holding as of the date of its Cashless Authorization the principal amount set forth in the Register of Tranche B-1 Term Loans outstanding (which excludes accrued interest and other non-principal amounts owing, if any) under the Credit Agreement (with respect to such Existing Lender, such principal amount, the “Existing Principal” and such Loans, the “Existing Loans”) and has requested a cashless settlement in its Cashless Authorization. Pursuant to this Agreement, the Tranche B-2 Term Lenders will make new Tranche B-2 Term Loans under the Credit Agreement to the Borrower for the purpose of replacing the Existing Loans. The Borrower hereby offers to each Existing Lender to exchange the Allocated Amount (as defined below) of the Existing Loans held by such Existing Lender on the Effective Date for Tranche B-2 Term Loans in an aggregate principal amount equal to the Allocated Amount so exchanged, which shall be evidenced and governed by the Credit Agreement and the related Loan Documents as defined therein (such Allocated Amount so exchanged, the “Allocated Loans”), and each Existing Lender providing a Cashless Authorization hereby agrees to accept such offer of exchange.
Cashless Settlement. (a) Each Lender that has elected on its respective signature page to this Agreement to exchange its Term Loans under the 2015 Credit Agreement (each an “Existing Rollover Term Loan”) for Term B Loans (each such Lender, a “Rolling Lender”) hereby agrees that such exchange shall occur on the Closing Date with and pursuant to the terms set forth in the Cashless Settlement Letter in the form of Exhibit M hereto. Each Rolling Lender authorizes and instructs DBNY to enter into the Cashless Settlement Letter on such Rolling Lender’s behalf.
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to (i) a cashless settlement mechanism approved by Borrower, Administrative Agent and such Lender, and (ii) an amendment and restatement of this Agreement (i) with terms that are not significantly different from those in the Agreement being amended and restated, as determined by the Administrative Agent and the Borrower in their sole reasonable discretion or (ii) in connection with a transaction otherwise permitted under this Agreement or for which the requisite consents required under this Agreement have been obtained.
Cashless Settlement. If Cashless Settlement applies to such exercise, a number of shares of Common Stock equal to the greater of (x) zero; and (y) an amount equal to: where: WE = the Warrant Entitlement in effect immediately after the Close of Business on the Exercise Date for such exercise; VP = the Last Reported Sale Price per share of Common Stock on the Exercise Date for such exercise; and SP = the Strike Price in effect immediately after the Close of Business on such Exercise Date.
Cashless Settlement. If the Conversion Unit Price with respect to any Conversion Notice is below the Minimum Conversion Price, then the Partnership shall, in lieu of issuing Series A Common Units upon conversion of Series F Convertible Units covered by such Conversion Notice, take one of the following actions (provided, that the election between clauses (i) and (ii) below shall be in the Partnership's sole discretion):
Cashless Settlement. Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by this Agreement pursuant to a cashless settlement mechanism approved by GEO, the Administrative Agent, and such Lender, and any such exchange, continuation or rollover shall be deemed to comply with any requirement hereunder or under any other Loan Document that any payment be made “in Dollars” (or the relevant alternate currency), “in immediately available funds”, “in cash” or any other similar requirement.
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any amendment, repayment, refinancing, incremental, extension, loan modification or similar transaction permitted by the terms of this Agreement pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender and such cashless settlement shall be deemed to comply with any requirement hereunder or any other Loan Document or the DIP Order that such payment be made “in dollars,” “in immediately available funds,” “in cash” or any similar concept. [This space is left intentionally blank. Signature pages follow.] CREDIT AGREEMENT – Page 113 IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first written above. BORROWER GULFPORT ENERGY CORPORATION By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer XXX XXXX XX XXXX XXXXXX, XXXXXXX BRANCH as a Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director PNC BANK NATIONAL ASSOCIATION, as a Lender /s/ Xxxxxxxxxxx X. Xxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxx Title: Senior Vice President CREDIT AGREEMENT – Page 116 JPMORGAN CHASE BANK, N.A., as a Lender By: /s/ Jo Xxxxx Xxxxxxxxx Name: Jo Xxxxx Xxxxxxxxx Title: Authorized Officer CREDIT AGREEMENT – Page 117 Xxxxx Fargo Bank, N.A., as a Lender By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Director CREDIT AGREEMENT – Page 118 KEYBANK NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Senior Vice President CREDIT AGREEMENT – Page 119 BARCLAYS BANK PLC, as a Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director CREDIT AGREEMENT – Page 120 Credit Suisse AG, Cayman Islands Branch , as a Lender By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory CREDIT AGREEMENT – Page 121 U.S. Bank National Association as a Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: SVP Canadian Imperial Bank of Commerce, New York Branch, as a Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Authorized Signatory By: /s/ Xxxxx X. Danvers Name: Xxxxx X. Danvers Title: Authorized Signatory CREDIT AGREEMENT – Page 123 Zions Bancorporation, N.A. dba Amegy Bank, as a Lender By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title: Senior Vice President - Amegy Bank Division ABN AMRO CAPITAL USA LL...
Cashless Settlement. Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any amendment, repayment, refinancing, incremental, extension, loan modification or similar transaction permitted by the terms of this Agreement pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender and such cashless settlement shall be deemed to comply with any requirement hereunder or any other Loan Document or the DIP Order that such payment be made “in dollars,” “in immediately available funds,” “in cash” or any similar concept. [This space is left intentionally blank. Signature pages follow.] CREDIT AGREEMENT – Page 113 EXHIBIT F Exit Facility Term Sheet Exhibit F to Restructuring Support Agreement Summary of Indicative Terms and Conditions Gulfport Energy Corporation $1.5 Billion Senior Secured Credit Facilities This Summary of Indicative Terms and Conditions (“Summary”) is for convenience of reference, shall not be considered to be exhaustive as to the final terms and conditions and does not attempt to describe all of the terms, conditions and requirements that would pertain to the transactions described herein, but rather is intended to outline certain items around which the transactions will be structured. Terms and conditions herein may be subject to change pending discussions with the Borrower. This Summary is for the confidential use of the Borrower and is not to be disclosed to any other third party without the prior consent of The Bank of Nova Scotia. Any agreement to provide the Facilities (as defined below) described herein will be subject to definitive documentation satisfactory to the Agent and the Lenders, each acting in its sole discretion, and approval from each such person’s internal credit committees.