Hedging Disruption Event. The occurrence of a Hedging Disruption Event will constitute an Additional Termination Event under the Agreement permitting Bank to terminate the Transaction or any portion of the Transaction, with the Company as the sole Affected Party and the Transaction or such portion of the Transaction as the sole Affected Transaction.
Hedging Disruption Event. The occurrence of a Hedging Disruption Event will constitute an Additional Termination Event under the Agreement permitting JPMorgan to terminate the Transaction, with the Counterparty as the sole Affected Party and the Transaction as the sole Affected Transaction.
Hedging Disruption Event. The occurrence of a “Hedging Disruption Event” as defined in the Facility Agreement entitling the Counterparty to give notice of a Compulsory Pricing Date in accordance with Clause 16.3 of the Facility Agreement with the Fund being the sole Affected Party and all Transactions which may be so terminated under such Clause 16.3 being Affected Transactions.
Hedging Disruption Event. The occurrence of a Hedging Disruption Event will constitute an Additional Termination Event under the Agreement permitting BofA to terminate the Transaction, with Company as the sole Affected Party and the Transaction as the sole Affected Transaction. “Hedging Disruption Event” shall have occurred if (1) BofA, despite using commercially reasonable efforts, is unable or reasonably determines that it is impractical or illegal, to (A) borrow Shares to hedge its exposure with respect to the Transaction at a stock loan rebate rate equal to or in excess of zero, or the prevailing stock loan rebate rate for the Shares, as determined by the Calculation Agent, is less than zero; or (B) hedge its obligations pursuant to this Transaction in the public market without registration under the Securities Act or as a result of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by BofA).
Hedging Disruption Event. The occurrence of a Hedging Disruption Event will constitute an Additional Termination Event under the Agreement permitting Bank to terminate the Transaction, with the Company as the sole Affected Party and the Transaction as the sole Affected Transaction. “Hedging Disruption Event” means with respect to Bank, as determined in its reasonable discretion, the inability or impracticality, due to market illiquidity, illegality, lack of hedging transactions or credit worthy market participants or other similar events, to establish, re-establish or maintain any transactions necessary or advisable to hedge, directly or indirectly, the equity price risk of entering into and performing under the Transaction on terms including costs reasonable to Bank or an affiliate in its reasonable discretion, including the event that at any time Bank reasonably concludes that it or any of its affiliates are unable to establish, re-establish or maintain a full hedge of its position in respect of the Transaction through share borrowing arrangements on terms including costs deemed reasonable to Bank in its reasonable discretion. For the avoidance of doubt, the parties hereto agree that if (i) Bank reasonably determines that it is unable to borrow Shares to hedge its exposure with respect to the Transaction at a rate of borrowing that is less than 100 basis points or (ii) Bank, in its good faith reasonable judgment, determines that it cannot hedge its obligations pursuant to this Transaction in the public market without registration under the Securities Act or as a result of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Bank), an Additional Termination Event under the Agreement shall occur with the Company as the sole Affected Party and the Transaction as the sole Affected Transaction. (t)
