Settlement upon Sample Clauses

Settlement upon. Conversion Upon conversion of any Note, we may choose to pay or deliver, as the case may be, either cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. If we satisfy our conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of our common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 40 trading day observation period, as described under “Description of Notes—Conversion Rights—Settlement Upon Conversion” in the Preliminary Offering Memorandum. Use of Proceeds We estimate that the net proceeds to us from this offering will be approximately $76.0 million, after deducting the initial purchaser’s discount and commission and our estimated offering expenses. We expect to use the net proceeds from this offering to repurchase or exchange approximately $80.2 million aggregate principal amount of our outstanding 5.00% Convertible Senior Notes due 2024 (the “2024 notes”) in individual, privately negotiated transactions with existing holders thereof, to be entered into concurrently with this offering. Book-Running Manager R▇▇▇▇▇▇ J▇▇▇▇ & Associates, Inc. Concurrent Exchanges or Repurchases As described under “Offering Memorandum Summary—Concurrent Exchanges or Repurchases of 2024 Notes” in the Preliminary Offering Memorandum, contemporaneously with the pricing of this offering, we expect to enter into separate, privately negotiated transactions with certain holders of the 2024 notes to exchange or repurchase approximately $80.2 million aggregate principal amount of our 2024 notes for aggregate consideration consisting of approximately $81.1 million in cash, which includes accrued interest on such 2024 Notes, and approximately 466,368 shares of the Company’s common stock. Following the completion of the offering, the Company may engage in additional exchanges, or the Company may repurchase or induce conversions, of the existing 2024 notes. Holders of the existing 2024 notes that participate in any of these exchanges, repurchases or induced conversions may purchase or sell shares of the Company’s common stock in the open market to unwind any hedge positions they may have with respect to the existing 2024 notes or to hedge their exposure in connection with these transactions. These activities may adversely affe...
View Source
Settlement upon the occurrence of an event of default of any of the provisions of this Agreement, the Company shall have the right, in its sole discretion and without giving the Customer any additional notice, on any exchange or other market, to forthwith close and liquidate the Account, terminate any agreement with the Customer, sell any or all of the Customer’s Assets) and cancel any pending orders and/or close out anyoutstanding contracts or other instruments. The Customer shall no longer be able to access the platform and to initiate Market Orders. All Cash Margins shall become immediately payable to the Company who will automatically offset all of the Accounts (whether individuals or joint accounts) and transactions. Any amount remaining after the full recovery by the Company of its rights shall be recovered by the Customer. The Customer shall further be liable to the Companyfor the amount of all reasonable legal and other professional expenses incurred by the Company in connection or as a consequence of an Event of default. 44.
View Source
Settlement upon the expiration of this Section 7 which has a term of twenty years, the parties agree to negotiate in good faith to reach a settlement as to the remaining EDNLP Catalyst Balance. The parties recognize that the value of this settlement shall be dependent on the timing of the recoveries, the then-current market value of the Precious Metals, the expected recovery rates, and the recoveries previously credited to EDNLP during the term of this Section 7 of this Agreement. Upon termination of this Agreement, any amounts paid by BMS under Section 4.2 as a prepayment for Catalyst or Precious Metals and not used for refining or refabricating of Catalyst, and that has not been reimbursed by EDNLP to BMS under Section 5.1, shall be returned to BMS within thirty (30) days of the termination date.
View Source

Related to Settlement upon

  • Settlement Upon Conversion The type and amount of consideration (the “Conversion Consideration”) due in respect of each $1,000 principal amount of a Note (including, for the avoidance of doubt, any PIK Interest paid with respect thereto) to be converted will be a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion. (i) If the number of shares of Common Stock deliverable pursuant to Section 2.8(c) upon conversion of any Note is not a whole number, then such number will be rounded to the nearest whole number. (ii) If a Purchaser converts more than one Note on a single Conversion Date, then the Conversion Consideration due in respect of such conversion will be computed based on the total principal amount of Notes converted on such Conversion Date by or with respect to such Purchaser. (iii) The Issuer will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of any Note to the Purchaser on or before the second Business Day immediately after the Conversion Date for such conversion. (iv) At all times when any Notes are outstanding, the Issuer will reserve, out of its authorized but unissued and unreserved shares of Common Stock, a number of shares of Common Stock sufficient to permit the conversion of all then-outstanding Notes, assuming the Conversion Rate is increased by the maximum amount pursuant to which the Conversion Rate may be increased pursuant to Section 2.9. (v) Each Conversion Share delivered upon conversion of any Note will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Purchaser holding such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Issuer will cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system. (vi) Upon conversion, a Purchaser shall not receive any separate cash payment for accrued and unpaid interest, if any. The Issuer’s delivery of the Conversion Consideration shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any (other than for the avoidance of doubt, PIK Interest), to, and including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited.

  • Settlement of PSUs The grant pursuant to the Award represents an unfunded and unsecured promise of the Company, subject to the vesting conditions, achievement of performance targets and other conditions set forth in of this Agreement, to issue to the Employee for each vested PSU one share of Common Stock and to pay to the Employee in a single lump sum any cash amounts credited on such vested PSU with respect to dividends. Except as otherwise expressly provided in the Award Statement and subject to the terms of this Agreement, such issuance and lump sum payment shall be made to the Employee (or, in the event of their death to the Employee’s estate as provided above) (a) in all cases other than those set forth in clause (b), as soon as reasonably practicable following the Vesting Date and no later than December 31 of the year in which the Vesting Date occurs (except as otherwise provided in Section 9 of this Agreement), and (c) in the case of termination of employment by reason of death or Disability or the Employee’s death after a termination of employment in the circumstances specified in Section 3 of this Agreement, as soon as reasonably practicable following such termination of employment or death. However, if a scheduled Vesting Date falls on a Saturday, Sunday or federal holiday, such issuance date shall instead fall on the next following day that the principal office of the Company responsible for processing such transactions and the principle executive offices of the Company are open for business, or as soon as reasonably practicable thereafter. Notwithstanding the foregoing, in the event that Employee is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time or Employee is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by Employee’s PSUs are scheduled to be issued on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to Employee, as determined by the Company in accordance with such policy (“▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), or does not occur on a date when Employee is otherwise permitted to sell shares of the Company’s Common Stock in the open market, and the Company elects not to satisfy its tax withholding obligations by withholding shares from Employee’s distribution (net settlement), then either (i) such shares shall not be issued and delivered on such Original Distribution Date and shall instead be issued and delivered during the next occurring open “window period” applicable to Employee pursuant to such policy (regardless of whether Employee is still providing continuous services at such time) or during the next period when Employee are not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than December 31 of the calendar year in which the Original Distribution Date occurs, or (ii) the Company shall rely on any such similar process it may adopt from time to time consistent with the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, the Plan and this Agreement. In the event the Company determines that settlement in the form of Common Stock is impractical or impermissible under the laws of the Employee’s country of residence, the PSUs will be settled in the form of cash.

  • Payment Upon Separation An employee or an employee's estate, will be paid for: 1) the number of days of annual leave, not exceeding 50 days or 400 hours that were accrued at the end of the previous calendar year and that remain unused; and 2) the number of days of annual leave that accrued during the calendar year in which the employee’s State employment terminates and that remain unused upon termination of state service at the time that the employee receives his/her pay check for the final period of work or the next pay period.

  • Settlement Amount If the Non-Defaulting Party has declared an Early Termination Date pursuant to Section 7.2(b), the Non-Defaulting Party shall have the right to (i) accelerate all amounts owing between the Defaulting Party and the Non-Defaulting Party and to liquidate and terminate the undertakings set forth in this Agreement as between the Defaulting Party and the Non-Defaulting Party; and (ii) withhold any payments due to the Defaulting Party under this Agreement pending payment of the Termination Payment. The Non-Defaulting Party will calculate, in a commercially reasonable manner, the Settlement Amount with respect to the Defaulting Party’s obligations under the Agreement and shall net the Settlement Amount in the manner provided for in Section 7.3(c).

  • Settlement of RSUs Delivery of Shares or other amounts under this Award Agreement and the Plan shall be subject to the following: