Call Spread definition
Examples of Call Spread in a sentence
Notwithstanding the foregoing and for the avoidance of doubt, any obligations arising from Permitted Call Spread Swap Agreements and all other amounts payable under Permitted Call Spread Swap Agreements shall not constitute Guaranteed Obligations.
For the avoidance of doubt, no provision of this Section 8.6 nor any provision of Sections 8.2, 8.7 or 8.14 will be deemed to restrict (i) the issuance by Company of convertible debt securities on customary market terms and conditions and (ii) entry into by Company and performance of its obligations under Permitted Call Spread Transactions in connection with such issuance.
Enter into any Hedging Transactions for speculative purposes (rather than risk mitigation); provided, however, that for the avoidance of doubt this Section 7.8 shall not prohibit any Permitted Call Spread Transaction.
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof and the transactions contemplated by the Call Spread Confirmations as described in the Time of Sale Information and the Offering Memorandum, will not be required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”).
For the avoidance of doubt, and without limiting the obligations in this Section 6.9, each of EDR, EDR OpCo and HoldCo acknowledge and agree that its obligations to consummate the transactions contemplated by this Agreement are not conditioned upon either (1) the execution of a supplemental indenture pursuant to the Convertible Notes Indenture by the trustee thereunder or (2) negotiation with the counterparties to the Call Spread Transactions with respect to adjustment of the Call Spread Transactions.
Immediately after the consummation of the issuance of the Offered Securities and the transactions contemplated by the Call Spread Confirmations, the Company will be Solvent.
Enter into any Hedging Agreement, except (a) to hedge risks arising in the Ordinary Course of Business and not for speculative purposes, including any Hedging Agreement entered into to manage interest rate risk relating to the Loans, and (b) with respect to obligations under a Permitted Call Spread Transaction.
For the avoidance of doubt and without limiting the generality of the foregoing clauses (i) and (ii), the foregoing shall not apply to any early payment requirement or unwinding or termination with respect to any Permitted Call Spread Swap Agreement.
Neither the Company nor any of its Significant Subsidiaries is or, after giving effect to the offer and sale of the Offered Securities and the transactions contemplated by the Call Spread Confirmations, will be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
The Securities, the Indenture and the Call Spread Confirmations will conform in all material respects to the descriptions thereof in the General Disclosure Package and the Final Offering Memorandum.