Merger Termination Redemption definition

Merger Termination Redemption has the meaning set forth in Section 4.09(a).
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Merger Termination Redemption. With respect to a merger termination redemption for which the merger termination stock price is greater than the reference price (subject to adjustments as described in the Units Preliminary Prospectus Supplement), the merger redemption amount will be determined based on the “merger redemption rate” (as defined in the Units Preliminary Prospectus Supplement) per Purchase Contract set forth in the table below for each merger termination stock price set forth in the table below: Merger Termination Stock Price Merger Redemption Rate $19.75, which is equal to the Reference Price 41.7519 (the “Maximum Redemption Rate”) $21.00 41.4901 $22.00 41.3094 $23.21 41.1212 $24.00 41.0146 $25.20 40.8745 $27.50 40.6682 $30.00 40.5164 $35.00 40.3600 $40.00 40.3126 (the “Minimum Redemption Rate”) The exact merger termination stock prices may not be set forth in the table above, in which case: • if the applicable merger termination stock price is between two merger termination stock prices in the table, the merger redemption rate will be determined by straight line interpolation between the merger redemption rates set forth for the higher and lower merger termination stock prices; or • if the merger termination stock price is greater than $40.00 per share (subject to adjustment at the same time and in the same manner as the merger termination stock prices set forth in the table above), then the merger redemption rate will be the Minimum Redemption Rate. If the merger termination stock price is less than or equal to the reference price (subject to adjustment at the same time and in the same manner as the merger termination stock prices set forth in the table above), the merger redemption amount will be an amount of cash equal to 104% of the allocated fair value of the Purchase Contract ($798.42), which would be approximately $830.36.
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Merger Termination Redemption has the meaning ascribed to it in the Purchase Contract Agreement.
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Examples of Merger Termination Redemption in a sentence

  • These calculations include, but are not limited to, determination of the applicable Settlement Rate, the Fixed Settlement Rates, the Early Settlement Rate, the Merger Termination Redemption Rate, the Fundamental Change Early Settlement Rate, the Applicable Market Value, the Merger Termination Redemption Market Value, the Last Reported Sale Price and the Daily VWAP, as the case may be.

  • The Company will maintain in the Borough of Manhattan, New York City an office or agency where Securities may be presented or surrendered for acquisition of shares of Common Stock (and/or in the case of a Merger Termination Redemption, any cash included in the Redemption Amount) upon settlement or redemption of the Purchase Contracts on any Settlement Date, and where notices and demands to or upon the Company in respect of the Purchase Contracts and this Agreement may be served.

  • This provision will not prevent any Holder of Purchase Contracts from instituting suit for the delivery of Common Stock (and/or, in the case of a Merger Termination Redemption, any cash included in the Redemption Amount) deliverable upon settlement or redemption of the Purchase Contracts on any Settlement Date.

  • For Cohorts 1, 2, 3 and 4, January 1, 2017 if the beneficiary was part of a Medicare shared savings program in 2017, but had not been part of a shared savings program prior to 2017.

  • If the Company elects to exercise its Early Mandatory Settlement Right or in the event of a Merger Termination Redemption in respect of the Purchase Contracts pursuant to the terms of the Purchase Contract Agreement, the Company shall provide the Trustee and the Holders of the Notes with a copy of the Early Mandatory Settlement Notice or Merger Redemption Notice, as the case may be, delivered pursuant to the Purchase Contract Agreement.

  • The Company will maintain in the continental United States an office or agency where Securities may be presented or surrendered, if required hereunder, for acquisition of shares of Common Stock (and/or, in the case of a Merger Termination Redemption, any cash included in the Redemption Amount) upon settlement or redemption of the Purchase Contracts on any Settlement Date, and where notices and demands to or upon the Company in respect of the Purchase Contracts and this Agreement may be served.

  • This provision will not prevent any Holder of Purchase Contracts from instituting suit for the delivery of Class A Common Stock (and/or, in the case of a Merger Termination Redemption, any cash included in the Redemption Amount), deliverable upon settlement or redemption of the Purchase Contracts on any Settlement Date.

  • The Company will maintain in the Borough of Manhattan, New York City an office or agency where Securities may be presented or surrendered for acquisition of shares of Class A Common Stock (and/or in the case of a Merger Termination Redemption, any cash included in the Redemption Amount) upon settlement or redemption of the Purchase Contracts on any Settlement Date, and where notices and demands to or upon the Company in respect of the Purchase Contracts and this Agreement may be served.

  • This provision will not prevent any Holder of Purchase Contracts from instituting suit for the delivery of Common Stock (and/or, in the case of a Merger Termination Redemption, any cash included in the Redemption Amount), deliverable upon settlement or redemption of the Purchase Contracts on any Settlement Date.

  • Regulated activities outside the ambit of the FAA which the LFAs are authorised to conduct, for example, an LFA carrying on business as an exempt insurance broker under Section 35ZN of the Insurance Act (Cap.


More Definitions of Merger Termination Redemption

Merger Termination Redemption means a mandatory settlement of the Permitted TEU Purchase Contracts pursuant to the terms of the purchase contract agreement governing such Permitted TEU Purchase Contracts and the required repurchase of the Permitted TEU Notes pursuant to the terms of the indenture governing such Permitted TEU Notes.”
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Merger Termination Redemption. If the closing of the Merger has not occurred on or prior to February 7, 2019, or if, prior to such date, the Merger Agreement is terminated, the Issuer may elect to redeem all, but not less than all, of the outstanding Purchase Contracts, for the applicable redemption amount, as described under “Description of the Purchase Contracts—Merger Termination Redemption” in the Units Preliminary Prospectus Supplement, by delivering notice during the five business day period immediately following February 7, 2019. “Redemption amount” per Purchase Contract means: • if the merger termination stock price is equal to or less than the Reference Price, an amount of cash equal to (x) $50 less (y) the applicable repurchase price for the Amortizing Notes; or • if the merger termination stock price is greater than the Reference Price, a number of shares of the Common Stock equal to the merger redemption rate determined by reference to the table set forth below; provided that the Issuer may elect to pay cash in lieu of delivering any or all of the shares of Common Stock in an amount equal to such number of shares multiplied by the redemption market value; provided further that, if the Issuer so elects to pay cash, the Issuer will specify in the merger redemption notice the number of shares of Common Stock that will be replaced with cash. The following table sets forth the “merger redemption rate” (as defined in the Units Preliminary Prospectus Supplement) per Purchase Contract for each merger termination stock price set forth below:
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Related to Merger Termination Redemption

  • Change of Control Redemption Date shall have the meaning set forth in Section 7.2;

  • Tax Redemption Date shall have the meaning specified in Section 16.02(a).

  • Triggering Redemption Amount means, for each share of Preferred Stock, the sum of (a) the greater of (i) 130% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.

  • Series A Redemption Date has the meaning set forth in Section 16.6.

  • Series A Redemption Notice has the meaning set forth in Section 16.6(b).

  • Tax Redemption The meaning specified in Section 9.3(a) hereof.

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Mandatory Redemption Event has the meaning given to it in Condition 8.7.

  • Automatic Early Redemption Event means that:

  • Early Redemption Event means that R (k) is equal to or greater than the Early Redemption Level (k) on the respective Observation Date (k).

  • Call and Put Redemption Amount means GBP 1 per Preference Share.

  • Final Redemption Date means for each Series, the final redemption date specified in the Final Terms for such Series.

  • Special Redemption and Liquidation Period shall be as set forth in the Prospectus under "Summary of Essential Information."

  • Special Event Redemption Price has the meaning specified in Section 11.2.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Mandatory Redemption Date means, in respect of a Mandatory Redemption Event, the date designated as such in accordance with Condition 8.7.

  • Tax Event Redemption Date means the date upon which a Tax Event Redemption is to occur.

  • Term Redemption Date means, with respect to any Series, the date specified as the Term Redemption Date in the Appendix for such Series.

  • Monthly Redemption Date means the 1st of each month, commencing immediately upon the nine month anniversary of the Original Issue Date and terminating upon the full redemption of this Debenture.

  • Optional Redemption Period shall have the meaning set forth in Section 6(a).

  • Optional Redemption Date shall have the meaning set forth in Section 6(a).

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Early Preference Share Redemption Event means the event that occurs if:

  • Early Redemption Date means the date on which the Notes become due and payable pursuant to Condition 9;

  • Tax Event Redemption Price means an amount equal to the unpaid principal amount of this Note to be redeemed, which shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount to be redeemed by Principal Life of the Funding Agreement by (B) the outstanding principal amount of the Funding Agreement.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.