Capped Calls definition

Capped Calls means the capped call transactions entered into pursuant to the Capped Call Confirmations.
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Capped Calls means the 2023 Capped Calls and the 2025 Capped Calls.
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Capped Calls. In connection with the pricing of the notes, we entered into privately negotiated capped call transactions (the “capped call transactions”) with certain financial institutions (the “counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of our common stock that will initially underlie the $200.0 million aggregate principal amount of the notes. If the initial purchasers exercise their option to purchase additional notes, we expect to enter into additional capped call transactions with the counterparties. See “Description of Capped Call Transactions” in the Preliminary Offering Memorandum.
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Examples of Capped Calls in a sentence

  • For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes.

  • Conditions that cause adjustments to the initial strike price of the Capped Calls mirror conditions that result in corresponding adjustments for the Notes.

  • As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives.

  • The cost of $63.2 million incurred in connection with the Capped Calls was recorded as a reduction to additional paid-in capital.

  • The Capped Calls have initial cap prices of $173.82 per share, subject to certain adjustments.

  • The Capped Calls each have an initial strike price of approximately $110.81 per share, subject to certain adjustments, which correspond to the initial conversion price of the Notes.

  • The Capped Calls cover, subject to anti-dilution adjustments, approximately 3.4 million shares of common stock.

  • The Capped Calls each have an initial strike price of approximately $117.91 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes.

  • The Capped Calls have an initial strike price of $29.2428 per share, which corresponds to the initial conversion price of the 2028 Convertible Notes and is subject to anti-dilution adjustments.

  • Upon conversion of the 2025 Notes, there will be no economic dilution until the average market price of the Company’s Class A common stock exceeds the cap price of $12.0925 per share, as exercise of the Capped Calls offset any dilution from the 2025 Notes from the initial conversion price up to the cap price.

Related to Capped Calls

  • Minimum Level (ML means the concentration at which the entire analytical system must give a recognizable signal and an acceptable calibration point. The ML is the concentration in a sample that is equivalent to the concentration of the lowest calibration standard analyzed by a specific analytical procedure, assuming that all the method-specified sample weights, volumes and processing steps have been followed.

  • Poverty level means the annual family income for a family unit of a particular size, as specified in the poverty guidelines updated annually in the Federal Register by the U.S. Department of Health and Human Services.

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Performance Targets means the specific objective goal or goals (which may be cumulative and/or alternative) that are timely set in writing by the Committee for each Executive for the Performance Period in respect of any one or more of the Business Criteria.

  • Share Level means the level of the Share as determined by the Determination Agent by reference to the level of the Share published by the Exchange.

  • Reference Level means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month that is 12 calendar months prior to the month referred to in “Latest Level” above.

  • Threshold means with respect to Party B: infinity.

  • Earnings Per Share means as to any Fiscal Year, the Company’s or a business unit’s Net Income, divided by a weighted average number of common shares outstanding and dilutive common equivalent shares deemed outstanding, determined in accordance with generally accepted accounting principles.

  • Quantitative fit test or "QNFT" means an assessment of the adequacy of respirator fit by numerically measuring the amount of leakage into the respirator.

  • Performance Level means a reference to one of Performance Level I, Performance Level II, Performance Level III, Performance Level IV or Performance Level V.

  • Barrier Level means the Barrier Level as specified in § 1 of the Product and Underlying Data.

  • Final Share Level means the Share Level at the Valuation Time on the Valuation Date.

  • Total Stockholder Return means the total return (change in share price plus reinvestment of any dividends) of a share of the Company’s common stock.

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Top Level Domain means the portion of the Domain Name to the right of the right-most period. (In the example, “COM”.) “Second Level Domain” means that portion of a domain name to the left of the right-most period, up to the second period from the right, if any, plus the Top Level Domain. (In the example, “XXXXXXXXX.XXX”.) “Third Level Domain” means that portion of a domain name to the left of the second period from the right, if any, up to the third period from the right, if any, plus the Second Level Domain. (In the example, “XXXXXXXXX.XXXXXXXXX.XXX”.).

  • EBIT means earnings before interest and taxes.

  • Highest-level owner means the entity that owns or controls an immediate owner of the offeror, or that owns or controls one or more entities that control an immediate owner of the offeror. No entity owns or exercises control of the highest level owner.

  • Performance Measure means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business unit performance for a Performance Period, whether in absolute or relative terms (including, without limitation, terms relative to a peer group or index): basic, diluted, or adjusted earnings per share; sales or revenue; earnings before interest, taxes, and other adjustments (in total or on a per share basis); basic or adjusted net income; returns on equity, assets, capital, revenue or similar measure; economic value added; working capital; total shareholder return; and product development, product market share, research, licensing, litigation, human resources, information services, mergers, acquisitions, sales of assets of Affiliates or business units. Each such measure shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by the Company (or such other standard applied by the Committee) and, if so determined by the Committee, and in the case of a Performance Compensation Award, to the extent permitted under Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. Performance Measures may vary from Performance Period to Performance Period and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.

  • Performance Measures means measures as described in Article 12 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.

  • Lowest Evaluated Bid means a bid for goods, works and services having the lowest evaluated cost among the substantially responsive bids

  • Latest Level means, in respect of an Inflation Index, the latest level of such Inflation Index (excluding any "flash" estimates) published or announced by the relevant Inflation Index Sponsor prior to the month in respect of which the Substitute Index Level is being determined.

  • Minimum Weighted Average Coupon Test means a test that will be satisfied on any Measurement Date if the Weighted Average Coupon equals or exceeds 5.0%.

  • aggregate turnover means the aggregate value of all taxable supplies (excluding the value of inward supplies on which tax is payable by a person on reverse charge basis), exempt supplies, exports of goods or services or both and inter-State supplies of persons having the same Permanent Account Number, to be computed on all India basis but excludes central tax, State tax, Union territory tax, integrated tax and cess;

  • Student growth objective means an academic goal that teachers and designated supervisors set for groups of students.

  • Fully Diluted Weighted Average Basis means, when calculating the number of Outstanding Units for any period, a basis that includes (a) the weighted average number of Outstanding Units during such period plus (b) all Partnership Interests and Derivative Partnership Interests (i) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, in each case that are senior to or pari passu with the Subordinated Units, (ii) whose conversion, exercise or exchange price, if any, is less than the Current Market Price on the date of such calculation, (iii) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (iv) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests and Derivative Partnership Interests shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (x) the number of Units issuable upon such conversion, exercise or exchange and (y) the number of Units that such consideration would purchase at the Current Market Price.

  • mandatory control level RBC ’ means the product of .70 and the authorized control level RBC.