Increased Cost of Stock Borrow Clause Samples
The Increased Cost of Stock Borrow clause addresses situations where the cost for a party to borrow stock rises beyond a certain threshold. Typically, this clause allows the affected party to notify the counterparty if the cost of borrowing the relevant securities becomes prohibitively expensive, often due to market shortages or regulatory changes. Its core function is to allocate the risk of unexpected increases in borrowing costs, ensuring that neither party is unfairly burdened by market fluctuations that could make fulfilling contractual obligations uneconomical.
Increased Cost of Stock Borrow. Not Applicable.
Increased Cost of Stock Borrow. Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: 25 basis points per annum Loss of Stock Borrow: Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. Maximum Stock Loan Rate: 200 basis points per annum Hedging Party: For all applicable Additional Disruption Events, Party A Determining Party: For all applicable Extraordinary Events, Party A
Increased Cost of Stock Borrow. Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); (ii) deleting clause (C) of the second sentence thereof and (iii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any commercially reasonable cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable.
Increased Cost of Stock Borrow. The Calculation Agent may increase the Accretion Rate for any Preferred Interest to account for any period in which it reasonably determines that an Increased Cost of Stock Borrow exists in respect of such Preferred Interest.
Increased Cost of Stock Borrow. The Calculation Agent may reduce the Threshold Price for any Preferred Interest to account for any period in which it reasonably determines that an Increased Cost of Stock Borrow exists in respect of such Preferred Interest.
Increased Cost of Stock Borrow. Applicable; provided that Section 12.9(b)(v) of the Equity Definitions is hereby amended by (A) adding the word “or” immediately before subsection “(B)” and deleting the comma at the end of subsection (A); and (B)(1) deleting subsection (C) in its entirety, (2) deleting the word “or” immediately preceding subsection (C), (3) replacing in the penultimate sentence the words “either party” with “the Hedging Party” and (4) deleting clause (X) in the final sentence. Initial Stock Loan Rate: 45 basis points per annum Hedging Party: Dealer or any affiliate of Dealer involved in hedging a Transaction. Insolvency Filing: Notwithstanding anything to the contrary herein, in the Agreement or in the Equity Definitions, upon any Insolvency Filing or other proceeding under the U.S. Bankruptcy Code in respect of the Issuer, each Transaction shall automatically terminate on the date thereof without further liability of either party to this Master Confirmation, each Instruction or Terms Agreement and the Pricing Supplement, if any, to the other party (except for any liability in respect of any breach of representation or covenant by a party under this Master Confirmation, each Instruction or Terms Agreement and the Pricing Supplement, if any, prior to the date of such Insolvency Filing or other proceeding), it being understood that each Transaction is a contract for the issuance of Shares by the Issuer. Determining Party: For all applicable Additional Disruption Events, Dealer; provided that all calculations, adjustments, specifications, choices and determinations by the Determining Party shall be made in good faith and in a commercially reasonable manner. The parties agree that they will work reasonably to resolve any disputes.
Increased Cost of Stock Borrow. Applicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof, (ii) replacing the words “terminate the Transaction” in the third sentence thereof with “designate a Termination Settlement Date in respect of the Transaction”, and (iii) deleting the fifth sentence thereof. Initial Stock Loan Rate: For each Transaction, as specified in the Supplemental Confirmation which shall be as specified in the related Forward Placement Notice or Amended Notice, as applicable. Loss of Stock Borrow: Applicable on and following the first Trading Day of the Forward Hedge Selling Period; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof.
Increased Cost of Stock Borrow. Applicable; provided that Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Initial Stock Loan Rate” and replacing them with “at a rate of equal to or less than 50 basis points”. Hedging Party: MLI. Determining Party: MLI. Hedging Disruption: Not Applicable. Increased Cost of Hedging Not Applicable. Non-Reliance/Agreements and Acknowledgements Regarding Hedging Activities/Additional Acknowledgements: Applicable.
Increased Cost of Stock Borrow. Applicable Initial Stock Loan Rate: As provided in Annex A to this Confirmation. Hedging Party: Dealer for all applicable Potential Adjustment Events and Extraordinary Events