Combined Settlement Sample Clauses

Combined Settlement. If the Issuer elects to satisfy a portion of the Exchange Obligation in cash (expressed either as a dollar amount or as a percentage of the Daily Exchange Value, each, the “Partial Cash Amount”) and a portion in shares of Common Stock, then the Issuer shall deliver, for each Trading Day in the Applicable Exchange Measurement Period, (A) the lesser of (x) such Partial Cash Amount divided by 20 or, if expressed as a percentage of the exchange obligation, such Partial Cash Amount will be calculated as a percentage of the Daily Exchange Value (the “Daily Partial Cash Amount”) and (y) the Daily Exchange Value, plus (B) a number of shares of Common Stock equal to (x) the excess, if any, of the Daily Exchange Value over such Daily Partial Cash Amount divided by (y) the Daily VWAP of the Common Stock for such day.
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Combined Settlement. The amounts derived from the application of the Utilization Risk Corridor and the Level 1 cost settlement shall be combined to determine the overall amount owed either to Contractor by the State or to the State by Contractor.
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Combined Settlement. If the Company elects to satisfy a portion of the Conversion Obligation in cash (the "Partial Cash Amount") and a portion in its Ordinary Shares, then it shall deliver to converting Holders such Partial Cash Amount plus a number of Ordinary Shares equal to (i) the cash settlement amount as set forth in clause (b) above minus such Partial Cash Amount divided by (ii) the average of the Reference Price of Ordinary Shares on each Trading Day during the Applicable Cash Settlement Averaging Period. If the Company chooses to satisfy the Conversion Obligation by share settlement, then settlement in shares will be made on or prior to the fifth Trading Day following its receipt of a notice of conversion. If the Company chooses to satisfy the Conversion Obligation by cash settlement or combined settlement, then it will notify holders, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is three Business Days following its receipt of a converting Holder's notice of conversion (the "Settlement Notice Period"). Share settlement will apply automatically if the Company does not notify Holders that it has chosen another settlement method.
Sample 1
Combined Settlement. If we elect to satisfy a portion of the conversion obligation in cash (expressed either as a dollar amount or as a percentage of the daily conversion value) and a portion of the conversion obligation in shares of common stock, then we will deliver for each share of Series B Preferred Stock, for each of the 20 trading days in the applicable conversion measurement period, (1) such partial cash settlement amount divided by 20 (or, if expressed as a percentage of the conversion obligation, such partial cash settlement amount calculated as a percentage of the daily conversion value), plus (2) a number of shares equal to (a) the daily conversion value minus such daily partial cash settlement amount divided by (b) the daily volume-weighted average price of our common stock on that trading day. As used above, the term “conversion measurement period” means the 20 consecutive trading days beginning on the third trading day following the date on which the shares of Series B Preferred Stock are tendered for conversion. As used above, the “daily conversion value” means, for each of the 20 trading days during the applicable conversion measurement period, one-twentieth (1/20) of the product of (1) the then applicable conversion rate and (2) the daily volume-weighted average price of a share of our common stock on that trading day. Anti-dilution adjustments The conversion rate of the Series B Preferred Stock is subject to adjustment upon the occurrence of certain events (including payment of cash distributions to holders of our common stock, stock splits, combinations, reclassifications, distribution of certain rights and warrants, certain distributions of non-cash property, certain tender and exchange offers and certain business combinations in which we are not the surviving entity), but will not be adjusted for accumulated and unpaid dividends. If, however, application of the above would result in a decrease in the conversion rate (other than a share split or share combination), no adjustment to the conversion rate shall be made. Increase in authorized shares We will use our best efforts to obtain such stockholder approvals at our next annual meeting of stockholders as are necessary to increase the number of shares of authorized common stock to allow for conversion of all shares of Series B Preferred Stock into shares of our common stock (the “Authorized Share Increase”). Additional conversion right upon a fundamental change Upon the occurrence of a fundamental change (...
Sample 1
Combined Settlement. If the Issuer elects to satisfy a portion of the Exchange Obligation in cash (expressed either as a dollar amount or as a percentage of the Daily Exchange Value, the “Partial Cash Amount”) and a portion in Sunstone Common Shares, then the Issuer will deliver, for each day in the Applicable Exchange Measurement Period, (a) such Partial Cash Amount divided by 20 or, if expressed as a percentage of the Exchange Obligation, such partial cash amount will be calculated as a percentage of the Daily Exchange Value (the “Daily Partial Cash Amount”), plus, (b) a number of shares equal to (A) the Daily Exchange Value minus such Daily Partial Cash Amount divided by (B) the Daily VWAP of the Sunstone Common Shares for such day. The Issuer will initially elect the Partial Cash Amount to be the principal amount of the Notes and will deliver the amount of the aggregate Daily Exchange Value in excess of the principal amount of the Notes, if any, in Sunstone Common Shares; provided, however, that such election is revocable, and the Issuer may make any future election revocable or irrevocable at its discretion.
Sample 1
Combined Settlement. If the Company elects to satisfy a portion of the Conversion Obligation in Cash (the “Partial Cash Amount”) and a portion in Ordinary Shares, then it will deliver to converting Holders such Partial Cash Amount plus a number of shares equal to (a) the cash settlement amount as set forth in clause (2) above minus such Partial Cash Amount divided by (b) the arithmetic mean of the Volume Weighted Average Prices of its Ordinary Shares on each Trading Day during the applicable cash settlement averaging period described below. If the Company chooses to satisfy the Conversion Obligation by share settlement, then settlement in shares will be made on or prior to the fifth Trading Day following its receipt of a notice of conversion. If the Company chooses to satisfy the Conversion Obligation by cash settlement or combined settlement, then it will notify Holders, through the Trustee, of the dollar amount to be satisfied in cash at any time on or before the date that is two Business Days following its receipt of a converting Holder’s notice of conversion (the “Settlement Notice Period”). Share settlement will apply automatically if the Company does not notify Holders that the Company has chosen another settlement method. If the Company timely elects cash settlement or combined settlement, then Holders may retract their conversion notice at any time during the two business day period beginning on the day after the Settlement Notice Period (the “Conversion Retraction Period”). Holders cannot retract conversion notices (and conversions notice therefore will be irrevocable) if the Company elects share settlement. If a Holder has not retracted its conversion notice, then cash settlement or combined settlement will occur on the first trading day following the applicable “cash settlement averaging period”. The applicable cash settlement averaging period will be the five trading day period beginning on the first trading day after the Conversion Retraction Period. The “Volume Weighted Average Price” of one Ordinary Share on any trading day will be the Volume Weighted Average Prices as displayed under the heading “Bloomberg VWAP” on Bloomberg Page SINA <equity> AQR in respect of the period from 9:30 a.m. to 4:00 p.m. (New York City time) on that trading day (or if such Volume Weighted Average Price is not available, the market value of one Ordinary Share on such trading day as the Company determines in good faith using a volume weighted method). No payment or adjustment will be ...
Sample 1

Related to Combined Settlement

  • 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.

  • Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

  • 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").

  • 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:

  • CASH SETTLEMENT OPTION The undersigned Existing Tranche B Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Tranche B Term Loans held by such Existing Tranche B Term Lender repaid on the Fifth Amendment Effective Date and to purchase by assignment Tranche C Term Loans in a like principal amount. By choosing this option, each undersigned Existing Tranche B Term Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate Tranche C Term Loans to such Existing Tranche B Term Lender or to allocate less than 100% of the principal amount of such Existing Tranche B Term Lender’s Tranche B Term Loans in Tranche C Term Loans. Pramerica Loan Opportunities Limited By: PGIM, Inc., as Investment Manager By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President If a second signature is necessary: By: Name: Title: Name of Fund Manager (if any): PGIM, Inc. Exhibit A [Form of Lender Signature Page to Amendment] The undersigned, a Lender holding Tranche B Term Loans (“you”), hereby consents to the Fifth 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, by the Third Amendment to First Lien Credit Agreement dated as of January 31, 2017 and by the Fourth Amendment to the First Lien Credit Agreement dated as of August 14, 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 February 15, 2018 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 Tranche B 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 Tranche B 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 Existing Tranche B Term Lender Signature Page to the Amendment, and hereby agree that all parties to the Amendment are express third party beneficiaries of this Existing Tranche B 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 Tranche B 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 Tranche B Term Loans held by such Existing Tranche B Term Lender for a Tranche C Term Loan in a like principal amount. By choosing this option, each undersigned Existing Tranche B 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 Tranche B Term Lender’s Tranche B Term Loans for Tranche C Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Existing Tranche B Term Lender’s Tranche B Term Loans for Tranche C Term Loans, in which case the difference between the current principal amount of such Existing Tranche B Term Lender’s Tranche B Term Loans and the allocated principal amount of Tranche C Term Loans will be prepaid on, and subject to the occurrence of, the Fifth Amendment Effective Date and (ii) agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each Existing Tranche B Term Lender and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof.

  • Combination Settlement If Combination Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will pay or deliver, as the case may be, to Counterparty, on the relevant Settlement Date for each such Option:

  • PAYMENT AND SETTLEMENT You shall deliver to the Manager on the date and at the place and time specified in the applicable AAU (or on such later date and at such place and time as may be specified by the Manager in a subsequent Wire) the funds specified in the applicable AAU, payable to the order of Xxxxxxx Xxxxx Xxxxxx Inc., for (i) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of the Firm Securities to be purchased by you, (ii) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of such of the Firm Securities to be purchased by you as shall have been retained by or released to you for direct sale as contemplated by Section 3.6 hereof or (iii) the amount set forth or indicated in the applicable AAU, as the Manager shall advise. You shall make similar payment as the Manager may direct for Additional Securities, if any, to be purchased by you on the date specified by the Manager for such payment. The Manager will make payment to the Issuer or Seller against delivery to the Manager for your account of the Securities to be purchased by you, and the Manager will deliver to you the Securities paid for by you which shall have been retained by or released to you for direct sale. If the Manager determines that transactions in the Securities are to be settled through the facilities of DTC or other clearinghouse facility, payment for and delivery of Securities purchased by you shall be made through such facilities, if you are a member, or, if you are not a member, settlement shall be made through your ordinary correspondent who is a member.

  • Amicable Settlement The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.

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