Cover Transaction means a circumstance in which the Company funds all or a portion of the Deficiency Amount through available cash and/or the Company arranges for the sale of any remaining Available Securities to any other Person.
Cover Transaction means a circumstance in which the Company, in its sole discretion, arranges for the sale of all or any portion of the Available Shares to any other Person, on terms and conditions substantially similar to the Backstop Commitment and the other terms and conditions applicable to the Commitment Parties in their obligation to purchase Unsubscribed Shares pursuant to this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the Commitment Party Replacement Period; provided, however, that, notwithstanding the foregoing, the Outside Date shall not be extended automatically as a result of the existence of a Cover Transaction Period and the Cover Transaction Period shall expire on or before the Outside Date. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Backstop Commitment.
Cover Transaction means a circumstance in which the Company arranges for the sale of all or any portion of the Available Shares to any other Person, on the terms and subject to the conditions set forth in this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the four (4) Business Day period specified in Section 2.3(b). For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Commitments.
Examples of Cover Transaction in a sentence
During the Syndicate Cover Transaction Period, the Selling Domestic Underwriter may, based on its own judgment, not carry out any Syndicate Cover Transactions or may conduct Syndicate Cover Transactions in an amount less than the number of Investment Units offered in the Overallotment Secondary Offering.
At its discretion during the Syndicate Cover Transaction Period, SMBC Nikko Securities Inc.
Even during the Syndicate Cover Transaction Period the Domestic Underwriter may, at its discretion, decide not to engage in any syndicate cover transaction or complete it with fewer units than offered through over-allotment.
Syndicate Cover Transaction at the Tokyo Stock Exchange would not be conducted either.
Similarly, the Syndicate Cover Transaction on the Tokyo Stock Exchange will not be exercised.
More Definitions of Cover Transaction
Cover Transaction has the meaning set forth in Section 2.3(b).
Cover Transaction means a transaction intended to close (partially or totally) a Position, by executing a transaction in the opposite direction to the open transaction Position.
Cover Transaction means a transaction in which a Person who is not a Backstop Party, Competitor Party or a Debtor (or a Subsidiary of any Debtor) funds all or a portion of the Deficiency Amount (as defined below) by purchasing remaining Available Securities (and any related Claims held by a Defaulting Backstop Party that are necessary to pay the applicable Purchase Price) for such Available Securities in accordance with Section 2.3(e).
Cover Transaction means a circumstance in which the Company, in its sole discretion, arranges for the sale of all or any portion of the Available Shares to any other Person, on terms and conditions substantially similar to the Backstop Commitment and the other terms and conditions applicable to the Backstop Parties in their obligation to purchase the Available Shares pursuant to this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the five (5) Business Day period specified in Section 2.3(b). For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Backstop Party of its obligations pursuant to this Article II or otherwise to fulfill its Backstop Commitment.
Cover Transaction means a circumstance in which the Company arranges for the sale of all or any portion of the Available Shares to any other Person, on the terms and subject to the conditions set forth in this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the three (3) Business Day period specified in the last sentence of Section 2.3(a) and Section 2.3(b), as applicable. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Backstop Commitment.
Cover Transaction means a circumstance in which the Company arranges for the sale of all or any portion of the Available Equity Securities or the Available Debt Securities, as applicable, to any Commitment Party Approved Person, on the terms and subject to the conditions set forth in this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the period ending on the later of (i) twelve months after the Petition Date and (ii) the 30th day after, as applicable, (x) the expiration of the five (5) Business Day period specified in Section 2.3(a) with respect to the Available Equity Securities or Section 2.3(b) with respect to the Available Debt Securities or (y) the date upon which all conditions set forth in Article VI that must be met prior to the Closing have been met or waived.
Cover Transaction has the meaning set forth in Section 2.3(c). “Cover Transaction Period” has the meaning set forth in Section 2.3(c). “Covered Fund” has the meaning set forth in Section 13 of the BCH Act and the regulations issued thereunder. “Debtors” means, collectively: (a) Vanguard Natural Resources, LLC; (b) Eagle Rock Acquisition Partnership, L.P.; (c) Eagle Rock Acquisition Partnership II, L.P.; (d) Eagle Rock Energy Acquisition Co., Inc.; (e) Eagle Rock Energy Acquisition Co. II, Inc.; (f) Eagle Rock Upstream Development Company, Inc.; (g) Eagle Rock Upstream Development Company II, Inc.; (h) Encore Clear Fork Pipeline LLC; (i) Escambia Asset Co. LLC; (j) Escambia Operating Co. LLC; (k) Vanguard Natural Gas, LLC; (l) Vanguard Operating, LLC; (m) VNR Finance Corp.; and (n) VNR Holdings, LLC. “Defaulting Commitment Party” means a Joinder Defaulting Commitment Party or a Senior Defaulting Commitment Party. “Definitive Documentation” means the definitive documents and agreements governing the Restructuring Transactions as set forth in the Restructuring Support Agreement. “Definitive Documents” has a correlative meaning. “DIP Facility” means any credit agreement for debtor-in-possession financing. “DIP Orders” means, collectively, any Interim DIP Order, Final DIP Order, and any other interim or Final Order authorizing the Debtors to obtain postpetition financing or use cash collateral. “Disclosure Statement” has the meaning set forth in the Restructuring Support Agreement. “Discount to Equity Value” means 0.25. “Effective Date” means the date upon which (a) no stay of the Confirmation Order is in effect, (b) all conditions precedent to the effectiveness of the Plan have been satisfied or are expressly waived in accordance with the terms thereof, as the case may be, and (c) on which the Restructuring and the other transactions to occur on the Effective Date pursuant to the Plan become effective or are consummated. “EIP” means the new employee incentive plan to be adopted by the reorganized Company, after the Effective Date, on the terms and conditions set forth in the Restructuring Term Sheet. “End Date” has the meaning set forth in Section 9.2(a).