Pricing Date Notice definition

Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice as soon as practicable after, and on the same day as, the closing of the Business Combination occurs. Seller: Seller
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Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares (if any) purchased by Seller, whether or not such purchases have been settled, with further notice to be provided by Seller to Counterparty upon settlement of such purchases. Dilutive Offering Reset To the extent the Counterparty or the Target sells, enters any agreement to sell or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty or the Target or any of their respective subsidiaries which would entitle the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares, at an effective price per share less than the then existing Reset Price then the Reset Price shall be modified to equal such reduced price. Reset Price The Reset Price shall be adjusted on the last scheduled trading day of each month (each a “Reset Date”) commencing on the first calendar month following the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, (b) $10.00 and (c) the VWAP Price of the Shares of the last ten (10) Trading Days of the prior calendar month, but not lower than $5.00; provided that the Reset Price may be further reduced pursuant to a Dilutive Offering Reset. Seller: Seller. Buyer: Counterparty.
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Pricing Date Notice as defined in the Confirmation correctly set forth the number of “Recycled Shares” and “Additional Shares”; (iii) whether Calidi owes additional payment(s) to [*****] pursuant to the Supplemental Funding Agreements; and (iv) whether conditions precedent for shares purchased by [*****] to be considered Recycled Shares, Backstop Investor Shares, and Share Consideration Shares existed, were met, or were not met (the “Dispute”).
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Examples of Pricing Date Notice in a sentence

  • Counterparty is not on the Trade Date and agrees and covenants on behalf of itself and Target that it and Target will not be on any date Seller is purchasing shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M.

  • Counterparty is not on the Trade Date and agrees and covenants that it will not be on any date Seller is purchasing shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M.

  • The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice.

  • The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice.

  • All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.

  • The purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and Counterparty pursuant to the Confirmation.

  • Since delivering part 1 has more reward than part 2, the hierarchically optimal policy is one in which the AGV always serves machine M 1.

  • The sum of (a) the number of Recycled Shares and (b) the number of Additional Shares, as specified in the Pricing Date Notice, but in no event more than the Maximum Number of Shares.

  • Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice.

  • The Seller will purchase Additional Shares from the Counterparty at any date prior to the Valuation Date at the Initial Price, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares subject to 9.9% ownership limitations which may be waived by Seller at its sole discretion; provided that such number of Additional Shares that may be purchased from the Counterparty shall not exceed (x) the Maximum Number of Shares, minus (y) the Recycled Shares.


More Definitions of Pricing Date Notice

Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. Seller: Seller. Buyer: Counterparty, to be renamed SHF Holdings, Inc. after the closing of the Business Combination. Shares: Prior to the closing of the Business Combination, the Class A Common Stock, $0.0001 par value per share, of Northern Lights Acquisition Corp., a Delaware corporation (Ticker: “NLIT”) and, after the closing of the Business Combination, the shares of Class A Common Stock, $0.0001 par value per share, of SHF Holdings, Inc. (the “Issuer”)
Sample 1
Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares purchased by Seller, whether or not such purchases have been settled, with further notice to be provided by Seller to Counterparty upon settlement of such purchases. Seller: Seller. Buyer: Counterparty, which term shall also refer to the post-Business Combination company. Shares: Prior to the closing of the Business Combination, the Class A ordinary shares, par value $0.0001 per share, of Founder SPAC, a Cayman Island exempted company (Ticker: “FOUN”) and, after the closing of the Business Combination, the shares of Class A Common Stock, $0.0001 par value per share, of Rubicon Technologies, Inc. (the “Issuer”).
Sample 1
Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares purchased by Seller, whether or not such purchases have been settled, with further written notice to be provided by Seller to Counterparty upon settlement of such purchases. The Pricing Date Notice shall be delivered by the Seller to the Counterparty on or prior to the closing of the Business Combination.
Sample 1
Pricing Date Notice. Seller shall deliver to Xxxxxx and TopCo a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares purchased by Seller, whether or not such purchases have been settled, with further notice to be provided by Seller to Athena and TopCo upon settlement of such purchases.
Sample 1

Related to Pricing Date Notice

  • Payment Date Report has the meaning assigned to such term in Section 8.07(b).

  • Pricing Date means, for any fiscal quarter of the Borrower ending on or after March 31, 2022, the date on which the Administrative Agent is in receipt of the Loan Parties’ and their Subsidiaries’ most recent financial statements for the fiscal quarter then ended, pursuant to Section 8.5(a). The Applicable Margin shall be established based on the Total Net Leverage Ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If the Borrower has not delivered its financial statements by the date such financial statements are required to be delivered under Section 8.5(a), until such financial statements are delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., Level I shall apply). If the Borrower subsequently delivers such financial statements before the next Pricing Date, the Applicable Margin shall be determined on the date of delivery of such financial statements and remain in effect until the next Pricing Date. In all other circumstances, the Applicable Margin shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such financial statements until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders absent manifest error. Notwithstanding the foregoing, in the event that any financial statement or compliance certificate delivered pursuant to Sections 8.5(a) or (c) is inaccurate, and such inaccuracy, if corrected, would have led to the imposition of a higher Applicable Margin for any period than the Applicable Margin applied for that period, then (i) the Borrower shall immediately deliver to the Administrative Agent a corrected financial statement and a corrected compliance certificate for that period (the “Corrected Financials Date”), (ii) the Applicable Margin shall be determined based on the corrected compliance certificate for that period, and (iii) the Borrower shall immediately pay to the Administrative Agent (for the account of the Lenders that hold the Commitments and Loans at the time such payment is received, regardless of whether those Lenders held the Commitments and Loans during the relevant period) the accrued additional interest owing as a result of such increased Applicable Margin for that period; provided, for the avoidance of doubt, such deficiency shall be due and payable as at such Corrected Financials Date and no Default or Event of Default under Section 9.1(a) shall be deemed to have occurred with respect to such deficiency prior to such date. This paragraph shall not limit the rights of the Administrative Agent or the Lenders with respect to Section 2.9 and Article 9 hereof, and shall survive the termination of this Agreement until the payment in full in cash of the aggregate outstanding principal balance of the Loans.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Payment Date Statement means a report prepared by the Administrator setting forth certain information relating to the Reference Pool, the Notes, the Reference Tranches and the hypothetical structure described in the Offering Memorandum, which will be in such form as is required under the Offering Memorandum and otherwise as agreed upon between the Administrator and the Indenture Trustee.

  • Amortization Schedule means, with respect to each Equipment Note, the amortization schedule for such Equipment Note delivered pursuant to Section 2.02 of the Trust Indenture.

  • Observation Date (k means the "Observation Date (k)" as specified in § 1 of the Product and Underlying Data. If an Observation Date (k) is not a Calculation Date, the immediately following day, which is a Calculation Date shall be the respective Observation Date (k). The respective Early Payment Date (k) will be postponed accordingly. Interest shall not be payable due to such postponement.

  • Certificate Notional Amount With respect to any Interest Only Certificate, as of any date of determination, the then notional principal amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Notional Amount thereof.

  • Final Acceptance Certificate means the certificate that shall be issued by the Engineer to the Contractor upon the satisfactory completion of the contract by the Contractor.

  • Early Payment Date (k means the "Early Payment Date (k)" as specified in § 1 of the Product and Underlying Data.

  • Draw Down Pricing Period means, with respect to each Draw Down, a period of eight (8) consecutive Trading Days beginning on the first Trading Day specified in a Draw Down Notice.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.