Initial Hedge definition

Initial Hedge means a Hedging Agreement, in form and substance reasonably satisfactory to the Lenders (such agreement not to be unreasonably withheld), with one or more of the Lenders or Affiliates thereof, relating to an underlying swap transaction with the following terms: (a) a notional amount of at least [***] Dollars ($[***]), (b) an effective date of [***], 2015, (c) a termination date of [***], 2025, and (d) a fixed rate which is the sum of (x) the at-the- money forward, and (y) an out-of-the money strike (which as of the Closing Date is targeted at approximately [***] percent ([***]%)) at a level that protects the loan-to-collateral value against rate increases beyond a [***]% loan-to-value. The Initial Hedge shall be (i) an automatically cash settled product that, for the avoidance of doubt, does not give the Borrower any rights, or creates any obligations, to enter into the underlying swap transaction, (ii) is payable in full by SolarCity on the trade date, (iii) without any recourse to the Borrower and (iv) unsecured and not guaranteed by the Borrower. Any replacement of an Initial Hedge pursuant to Section 5.14 shall constitute an “Initial Hedge” for purposes of this Agreement and the other Financing Documents.
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Initial Hedge means a Hedging Agreement, in form and substance reasonably satisfactory to the Lenders (such agreement not to be unreasonably withheld), with one or more of the Lenders or Affiliates thereof, relating to an underlying swap transaction with the following terms: (a) a notional amount of at least [***] Dollars ($[***]), (b) an effective date of [***], 2015, (c) a termination date of [***], 2025, and (d) a fixed rate which is the sum of (x) the at-the-money forward, and (y) an out-of-the money strike (which as of the Closing Date is targeted at approximately [***] percent ([***]%)) at a level that protects the loan-to-collateral value against rate increases beyond a [***]% loan-to-value. The Initial Hedge shall be (i) an automatically cash settled product that, for the avoidance of doubt, does not give the Borrower any rights, or creates any obligations, to enter into the underlying swap transaction, (ii) is payable in full by SolarCity on the trade date, (iii) without any recourse to the Borrower and (iv) unsecured and not guaranteed by the Borrower. Any replacement of an Initial Hedge pursuant to Section 5.14 shall constitute an “Initial Hedge” for purposes of this Agreement and the other Financing Documents.
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Initial Hedge means, with respect to any Monetization Arrangement, the sale of shares of Common Stock by a Hedging Counterparty to establish its net initial hedge position with respect to such Monetization Arrangement in an amount not exceeding the aggregate number of shares of Common Stock underlying such Monetization Arrangement multiplied by the initial delta (as determined by the Hedging Counterparty in a commercially reasonable manner) for such Monetization Arrangement. For the avoidance of doubt, the Initial Hedge shall not include any sales of shares of Common Stock made to dynamically adjust the Hedging Counterparty’s net initial hedge position with respect to any Monetization Arrangement.
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Examples of Initial Hedge in a sentence

  • Notwithstanding the Minimum Sale Price, Shares repurchased by Party A in establishing Party A’s Initial Hedge may be repurchased by Party A at any price, in its sole discretion.

  • Party A’s Initial Hedge shall be established without any consultation with Party B.

  • If the price per Share on the Exchange is less than the Minimum Sale Price, Party A shall suspend sales in connection with establishing Party A’s Initial Hedge for any Transaction until such price is equal to or greater than the Minimum Sale Price.

  • Except as provided herein, Party B has not made, will not make, and has not arranged for, any payment to any person in connection with any sales of Shares that Party A or an affiliate of Party A effects in establishing Party A’s Initial Hedge with respect to any Transaction.

  • Party B has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that Party A or an affiliate of Party A effects in establishing Party A’s Initial Hedge with respect to any Transaction.

  • Except as provided herein, Counterparty has not made or arranged for, and will not make or arrange for, any payment to any person in connection with any sales of Shares that JPMorgan (or an affiliate of JPMorgan) may effect in establishing any of JPMorgan’s Initial Hedge Positions.

  • Counterparty has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that JPMorgan (or an affiliate of JPMorgan) may effect in establishing any of JPMorgan’s Initial Hedge Positions.

  • The Rated Noteholders, the Initial Hedge Counterparty and each Income Noteholder is an express third-party beneficiary of this Indenture.

  • Nothing in this Indenture or in the Rated Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Rated Noteholders, the Initial Hedge Counterparty and each Income Noteholder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

  • Counterparty agrees to use commercially reasonable efforts to notify BNP immediately if it becomes aware of any actual or planned direct or indirect purchase by Issuer or any affiliated purchaser during the Initial Hedge Period, provided that Counterparty shall not be obligated to deliver a notification that would contain material, non-public information.


More Definitions of Initial Hedge

Initial Hedge. On or prior to the date of execution of this Confirmation, BSIL (or an affiliate of BSIL) shall establish BSIL's initial delta hedge of the price and market risk under this Confirmation by short selling in an underwritten public offering (the "INITIAL SHORT"), subject to the terms and conditions in an underwriting agreement to be entered into among the Issuer, Counterparty and the underwriters named therein (the "UNDERWRITERS") relating to this Confirmation (the "UNDERWRITING AGREEMENT"), a number of Shares equal to 2,896,325 (as such number may increase up to 3,330,600 pursuant to "Option to Increase the Number of Options and the Number of Shares" below) pursuant to an effective Registration Statement provided by the Issuer. Following consummation of the Initial Short, BSIL (or an affiliate of BSIL) shall short sell in accordance with the Underwriting Agreement, the Registration Rights Agreement and such effective Registration Statement and repurchase a number of Shares equal to 413,675, which is the aggregate Number of Options (as such number may increase up to 475,900 pursuant to "Option to Increase the Number of Options and the Number of Shares" below) less the Initial Short. BSIL shall use commercially reasonable efforts to complete the short sales (the "ADDITIONAL SHORT") contemplated by the second sentence of this section as promptly as practicable, subject to the Issuer's performance of its obligations pursuant to the Registration Rights Agreement. Following the close of business on the Trade Date, BSIL shall notify Counterparty of the number of Shares sold as part of the Additional Short and shall further notify Counterparty upon completion of the: Additional Short.
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Related to Initial Hedge

  • Designated Hedge Agreement means any Hedge Agreement (other than a Commodities Hedge Agreement) to which the Borrower or any Subsidiary is a party and as to which, at the time such Hedge Agreement is entered into, a Lender or any of its Affiliates is a counterparty.

  • Specified Hedging Agreement means any agreement or other documentation between the Borrower (or any of them) and Bank providing for an interest rate swap that does not provide for a minimum rate of zero percent (0%) with respect to determinations of the Daily Adjusting LIBOR Rate, for the purposes of such interest rate swap (e.g., determines the floating amount by using the “negative interest method” rather than the “zero interest rate method” in the case of any such interest rate swap made under any master agreement or other documentation published by the International Swaps and Derivatives Association, Inc.).

  • Permitted Hedging Agreement of any Person means any Hedging Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect such Person against fluctuations in interest rates or currency exchange rates with respect to Indebtedness Incurred and not for purposes of speculation and which, in the case of an interest rate agreement, shall have a notional amount no greater than the principal amount at maturity due with respect to the Indebtedness being hedged thereby.

  • Forward Hedge Selling Period means, subject to Section 2(c) hereof, the period of one to 20 consecutive Trading Days (as determined by the Company in the Company’s sole discretion and specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) specifying that it relates to a “Forward”) beginning on the date specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) or, if such date is not a Trading Day, the next Trading Day following such date and ending on the last such Trading Day or such earlier date on which the Forward Seller shall have completed the sale of Forward Hedge Securities in connection with the applicable Forward; provided that if, prior to the scheduled end of any Forward Hedge Selling Period (x) any event occurs that would permit the Forward Purchaser to designate a “Scheduled Trading Day” as an “Early Valuation Date” (as each such term is defined in the Master Forward Confirmation) under, and pursuant to the provisions opposite the caption “Early Valuation” in Section 2 of the Master Forward Confirmation or (y) a “Bankruptcy Termination Event” (as such term is defined in the Master Forward Confirmation) occurs, then the Forward Hedge Selling Period shall, upon the Forward Seller becoming aware of such occurrence, immediately terminate as of the first such occurrence. Any Forward Hedge Selling Period then in effect shall immediately terminate upon the termination of this Agreement pursuant to Section 9 or Section 13 hereof and as set forth in Sections 2(b) and 4 hereof.

  • Interest Rate Hedge means an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Loan Party in order to provide protection to, or minimize the impact upon, such Loan Party of increasing floating rates of interest applicable to Indebtedness.

  • NIMS Agreement Any agreement pursuant to which the NIM Securities are issued. NIMS Insurer: One or more insurers issuing financial guaranty insurance policies in connection with the issuance of NIM Securities.

  • Issuer-ICSDs Agreement means the agreement entered into between the Issuer and each of the ICSDs;

  • Lender-Provided Interest Rate Hedge means an Interest Rate Hedge which is provided by PNC or any Affiliate of PNC that: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5 hereof.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Commodity Hedging Agreements means, in respect of a Person, any commodity purchase contract, commodity futures or forward contract, commodities option contract or other similar contract (including commodities derivative agreements or arrangements), to which such Person is a party or a beneficiary.

  • Hospital purchaser/provider agreement (HPPA agreement) means a negotiated agreement entered between the fund and the hospital for the cost of hospital treatment.

  • Specified Hedge Agreement any Hedge Agreement entered into by the Borrower or any Subsidiary Guarantor and any Qualified Counterparty.

  • Other Hedging Agreement means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

  • Commodity Hedging Agreement means a commodity hedging or purchase agreement or similar arrangement entered into with the intent of protecting against fluctuations in commodity prices or the exchange of notional commodity obligations, either generally or under specific contingencies.

  • Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.

  • Other Hedging Agreements means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

  • Forward Hedge Selling Commission means, for any Forward Contract, the product of (x) the Forward Hedge Selling Commission Rate for such Forward Contract and (y) the Volume-Weighted Hedge Price.

  • Interest Rate Hedging Agreement means any interest rate protection agreement or other interest rate hedging arrangement.

  • Secured Hedging Agreement means any Hedging Agreement that is entered into by and between the Borrower or any Restricted Subsidiary and any Hedge Bank.

  • Forward Hedge Shares means all Common Stock borrowed by the Forward Purchaser and offered and sold by the Forward Seller in connection with any Forward that has occurred or may occur in accordance with the terms and conditions of this Agreement. Where the context requires, the term “Forward Hedge Shares” as used herein shall include the definition of the same under the Alternative Distribution Agreements.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Credit Enhancement Agreements means, collectively, any documents, instruments, guarantees or agreements entered into by the Issuer, any of its Restricted Subsidiaries or any Securitization Entity for the purpose of providing credit support (that is reasonably customary as determined by Issuer’s senior management) with respect to any Permitted Funding Indebtedness or Permitted Securitization Indebtedness.

  • Enhancement Agreement means any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding.

  • Swap Agreement means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

  • Investment Agreements or “Flow-Through Agreements” means written agreements pursuant to which the Partnership will subscribe for Flow-Through Shares (including Flow-Through Shares issued as part of a unit) or agreements by the Partnership to otherwise invest in or purchase securities of a Resource Issuer, and in respect of Flow-Through Shares comprised of units, the Resource Issuer will covenant and agree:

  • Master Services Agreement means the master services agreement dated as of the date hereof, among the Service Providers, the Partnership, the Holding LP, the Holding Entities and others;