Initial Purchase Event definition

Initial Purchase Event means that the transactions contemplated by the Purchase Agreement shall fail to close for any reason by the closing date for the offering of the Reference Notes as specified in the Purchase Agreement. Confirmation OTC Convertible Note Hedge If an Initial Purchase Event occurs due to a breach of the Purchase Agreement by Counterparty, then all payments previously made hereunder shall be returned to the person making such payment, including the Premium, less an amount equal to the product of (a) 11,311,700 Shares, (b) 0.30 and (c) an amount equal to the excess, if any, of the closing price of the Shares on the Trade Date over the closing price of the Shares on the date of the Termination Event (the “Break Expense”); provided that any negative amount shall be replaced by zero and provided further that to the extent the Premium has not been paid, Buyer shall promptly pay Seller the Break Expense. Seller and Buyer agree that actual damages would be difficult to ascertain under these circumstances and that the amount of liquidated damages resulting from the determination in the preceding sentence is a good faith estimate of such damages and not a penalty. If an Initial Purchase Event occurs for any reason other than due to a breach of the Purchase Agreement by Counterparty, then all payments previously made hereunder, including the Premium, promptly shall be returned to the person making such payment and no payments shall be required hereunder in connection with such Initial Purchase Event. Staggered Settlement: If Seller determines reasonably and in good faith that the number of Shares required to be delivered to Buyer hereunder on any Settlement Date would exceed 9.1% of all outstanding Shares, then Seller may, by notice to Buyer on or prior to such Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares comprising the related Net Share Settlement Amount on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement Date as follows:
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Initial Purchase Event means that the transactions contemplated by the Purchase Agreement among the Counterparty, Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, Gxxxxxx, Sxxxx & Co. and Citigroup Global Markets Inc., dated as of June 25, 2007 (the “Purchase Agreement”) shall fail to close for any reason by the closing date for the offering of the Reference Notes as specified in the Purchase Agreement. Confirmation OTC Convertible Note Hedge (amended) If an Initial Purchase Event occurs for any reason other than a breach of the Purchase Agreement by the Initial Purchaser, then all payments previously made hereunder shall be returned to the person making such payment, including the Premium (if paid), less an amount equal the product of (a) 1,735,612 Shares, (b) 0.50 and (c) an amount equal to the excess, if any, of the closing price of the Shares on the Trade Date over the closing price of the Shares on the date of the Initial Purchase Event (the “Break Expense”); provided that any negative amount shall be replaced by zero and provided further that to the extent the Premium has not been paid, Buyer shall promptly pay Seller the Break Expense. Seller and Bxxxx agree that actual damages would be difficult to ascertain under these circumstances and that the amount of liquidated damages resulting from the determination in the preceding sentence is a good faith estimate of such damages and not a penalty. If an Initial Purchase Event occurs due to a breach of the Purchase Agreement by the Initial Purchaser, then all payments previously made hereunder, including the Premium, promptly shall be returned to the person making such payment and no payments shall be required hereunder in connection with such Initial Purchase Event.
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Initial Purchase Event means that the transactions contemplated by the Purchase Agreement shall fail to close for any reason by the closing date for the offering of the Reference Notes as specified in the Purchase Agreement. If an Initial Purchase Event occurs for any reason other than due to a breach of the Purchase Agreement by the Initial Purchasers, then all payments previously made hereunder shall be returned to the person making such payment, including the Premium, less an amount equal to the product of (a) the Number of Shares, (b) 0.50 and (c) an amount equal to the excess, if any, of the closing price of the Shares on the Trade Date over the closing price of the Shares on the date of the Termination Event (the “Break Expense”); provided that any negative amount shall be replaced by zero and provided further that to the extent the Premium has not been paid, Buyer shall promptly pay Seller the Break Expense. Seller and Bxxxx agree that actual damages would be difficult to ascertain under these circumstances and that the amount of liquidated damages resulting from the determination in the preceding sentence is a good faith estimate of such damages and not a penalty. If an Initial Purchase Event occurs due to a breach of the Purchase Agreement by the Initial Purchasers, then all payments previously made hereunder, including the Premium, promptly shall be returned to the person making such payment and no payments shall be required hereunder in connection with such Initial Purchase Event.
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Examples of Initial Purchase Event in a sentence

  • If an Initial Purchase Event (as defined below) occurs, this Transaction shall terminate automatically in its entirety and, notwithstanding anything to the contrary herein, only the payments specified below shall be required hereunder in connection with such Initial Purchase Event.

  • If an Initial Purchase Event (as defined below) occurs, the Transaction shall terminate automatically in its entirety and, notwithstanding anything to the contrary herein, only the payments specified below shall be required hereunder in connection with such Initial Purchase Event.

  • If an Initial Purchase Event (as defined below) occurs, the Transaction shall terminate automatically in its entirety and, notwithstanding anything to the contrary herein, only the payments specified below shall be required hereunder in connection with the Additional Termination Event arising as a result of such Initial Purchase Event.

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More Definitions of Initial Purchase Event

Initial Purchase Event means that the transactions contemplated by the Purchase Agreement shall fail to close for any reason other than in cases involving a breach of the Purchase Agreement by the Initial Purchasers by the closing date for the offering of the Reference Notes as specified in the Purchase Agreement.
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Initial Purchase Event means that the transactions contemplated by the purchase agreement among Counterparty and Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated and Banc of America Securities LLC, as representatives of the several initial purchasers named in Schedule A thereto, dated as of April 19, 2006 (the “Purchase Agreement”), relating to the purchase of the Reference Notes, shall fail to close for any reason. If an Initial Purchase Event occurs for any reason other than a breach of the Purchase Agreement by Banc of America Securities LLC or an affiliate thereof that acts as Initial Purchaser, then all payments previously made hereunder shall be returned to the person making such payment, including the Initial Payment Amount, less an amount equal to the product of (a) 8,529,950 Shares and (b) the sum of (i) US$0.50 per Share and (ii) an amount equal to the excess, if any, of the closing price of the Shares on the Trade Date over the closing price of the Shares on the date of the Termination Event (the “Break Expense”); provided that any negative amount shall be replaced by zero and provided further that to the extent the Initial Payment Amount has not been paid, Counterparty shall promptly pay Seller the Break Expense. Seller and Counterparty agree that actual damages would be difficult to ascertain under these circumstances and that the amount of liquidated damages resulting from the determination in the preceding sentence is a good faith estimate of such damages and not a penalty. If an Initial Purchase Event occurs due to a breach of the Purchase Agreement by Banc of America Securities LLC or an affiliate thereof that acts as Initial Purchaser, then all payments previously made hereunder, including the Initial Payment Amount, shall be promptly returned to the person making such payment.
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Initial Purchase Event means that the transactions contemplated by the Securities Purchase Agreement between the Counterparty and the purchasers of the reference notes party thereto (the "PURCHASERS") dated as of April 4, 2007 relating to the purchase of the Reference Notes (the "PURCHASE AGREEMENT") shall fail to close.
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Initial Purchase Event means that the transactions contemplated by the Purchase Agreement shall fail to close for any reason by the closing date for the offering of the Reference Notes as specified in the Purchase Agreement.
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Initial Purchase Event means that the transactions contemplated by the Securities Purchase Agreement between the Counterparty and the purchasers of the reference notes party thereto (the “Purchasers”) dated as of November 16, 2006 relating to the purchase of the Reference Notes (the “Purchase Agreement”) shall fail to close
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Related to Initial Purchase Event

  • Initial Purchase Date means the date of the Initial Purchase.

  • Preliminary Purchase Event means any of the following events:

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Purchase Event means any of the following events:

  • Original Purchase Date means with respect to any Loan, the date such Loan was purchased by Town Hall Funding from the Master Depositor pursuant to the Conveyance Agreement.

  • Final Purchase Date means the final date on which a purchase and sale of Loans and their Related Security is completed pursuant to the terms of the Mortgage Sale Agreement;

  • Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

  • Mandatory Purchase Event means, (i) in connection with the termination of the VRDP Shares Purchase Agreement due to its expiration as of a Scheduled Termination Date, by the fifteenth day prior to any such Scheduled Termination Date, (a) the Liquidity Provider shall not have agreed to an extension or further extension of the Scheduled Termination Date to a date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement then in effect, and (b) the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Scheduled Termination Date of the VRDP Shares Purchase Agreement, or (ii) in connection with the termination of the VRDP Shares Purchase Agreement due to a Liquidity Provider Ratings Event or Related Party Termination Event, by the fifteenth day prior to the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, the Corporation shall not have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Shares Purchase Agreement with a termination date not earlier than 364 days from the Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Shares Purchase Agreement. The Mandatory Purchase Event shall be deemed to occur on such fifteenth day prior to any Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be.

  • Optional Purchase Date As defined in Section 8.01(a) of the Servicing Agreement. Optional Purchase Percentage: 10.00%.

  • Initial Purchaser As defined in the preamble hereto.

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Initial Optional Purchase Date The first Distribution Date following the date on which the Aggregate Loan Balance is less than 10.00% of the Cut-off Date Balance.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Optional Purchase has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Control Purchase means any transaction (or series of related transactions) in which (1) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), corporation or other entity (other than the Company, any Subsidiary of the Company or any employee benefit plan sponsored by the Company or any Subsidiary of the Company) shall purchase any Common Stock of the Company (or securities convertible into Common Stock of the Company) for cash, securities or any other consideration pursuant to a tender offer or exchange offer, without the prior consent of the Board, or (2) any person (as such term is so defined), corporation or other entity (other than the Company, any Subsidiary of the Company, any employee benefit plan sponsored by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the then outstanding securities of the Company ordinarily (and apart from the rights accruing under special circumstances) having the right to vote in the election of directors (calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire the Company’s securities), other than in a transaction (or series of related transactions) approved by the Board. For purposes of this definition, “Exempt Person” means each of (a) the Chairman of the Board, the President and each of the directors of the Company as of the Distribution Date, and (b) the respective family members, estates and heirs of each of the persons referred to in clause (a) above and any trust or other investment vehicle for the primary benefit of any of such persons or their respective family members or heirs. As used with respect to any person, the term “family member” means the spouse, siblings and lineal descendants of such person.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Change of Control Purchase Date shall have the meaning specified in Section 10.1.

  • Initial Purchasers shall have the meaning set forth in the preamble.

  • Retail Purchase means a purchase of any goods or services by the use of the Card and may, at the Bank’s absolute discretion and without prior notice, include or exclude any Card transaction as may be determined by the Bank;

  • Shelf Registration Event Date shall have the meaning set forth in Section 2(b) hereof.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Additional Purchasers means purchasers of Additional Notes.