Replacement Cap definition

Replacement Cap means, at the time of the replacement of any Existing Warrants with any Replacement Warrants, the total number of unissued shares of Common Stock that remain issuable upon the exercise of such Existing Warrants at such time and with respect to which such Existing Warrants will expire and be cancelled upon such replacement. For the avoidance of doubt, the Replacement Cap will be reduced on a share-for-share basis by any shares of Common Stock issued by the Corporation to the holders of the Existing Warrants prior to or in connection with any such replacement that results in a top-up adjustment to the Warrantholder pursuant to Section 12(vi).
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Replacement Cap means, at the time of the replacement of any Existing Warrants with any Replacement Warrants, the total number of unissued shares of Common Stock that remain issuable upon the exercise of such Existing Warrants at such time and with respect to which such Existing Warrants will expire and be cancelled upon such replacement. For the avoidance of doubt, the Replacement Cap will be reduced on a share-for-share basis by any shares of Common Stock issued by the Company to the holders of the Existing Warrants prior to or in connection with any such replacement that results in a top-up issuance to the holder of Warrant-A or Warrant-B pursuant to Section 3.6.
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Replacement Cap shall have the meaning set forth in Section 8.a. of this Agreement.
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Examples of Replacement Cap in a sentence

  • Upon purchase by Borrower of a Replacement Cap Agreement with an expiration date on or after the Maturity Date, Borrower will no longer be required to make Rate Cap Reserve Deposits.

  • Commencing on the date the first installment of principal and/or interest is due under the Note and continuing on the same day for each successive month until the purchase of the last Replacement Cap Agreement, Borrower must pay to Lender an amount equal to the Rate Cap Reserve Deposit.

  • To the extent there are funds in the Rate Cap Agreement Reserve Fund in excess of the cost of the Replacement Cap Agreement, such funds may be applied to pay Attorneys’ Fees and Costs related to the Replacement Cap Agreement and to pay the cap broker, if any.

  • In the event that, for any reason, there are insufficient funds in the Rate Cap Agreement Reserve Fund to purchase a Replacement Cap Agreement, Borrower must fund the amount of any such deficiency, including amounts necessary to pay Attorneys’ Fees and Costs and the cost of the cap broker, if any.

  • To secure Borrower’s payment obligations under the Loan, Borrower grants to Lender a security interest in the Cap Collateral, including any Replacement Cap Agreement.

  • Lender will apply the funds in the Rate Cap Agreement Reserve Fund to the cost of the Replacement Cap Agreement, unless an Event of Default has occurred and is continuing, in which case Lender at its option may apply such funds to the Indebtedness in any amount and in any order as Lender determines in Lender’s Discretion.

  • Borrower will comply with the applicable requirements of the Xxxx-Xxxxx Act in purchasing any Replacement Cap Agreement.

  • As a condition to making the Loan, Lender has required Borrower to establish the Rate Cap Agreement Reserve Fund to ensure that adequate funds are available for, among other things, the purchase, if applicable, of any Replacement Cap Agreement.

  • At least 60 days prior to the date on which an existing Cap Agreement terminates, Borrower must give Notice to and provide evidence satisfactory to Lender that Borrower will deliver a Replacement Cap Agreement.

  • Borrower must pay or reimburse Lender, upon demand, for all costs and expenses in connection with the initial Cap Agreement and any Replacement Cap Agreement, including (i) all Attorneys’ Fees and Costs incurred by Lender, and (ii) the cost of the cap broker, if any.


More Definitions of Replacement Cap

Replacement Cap means, at the time of the replacement of any Existing Convertible Note Warrants with any Replacement Warrants, the total number of unissued shares of the Common Stock that remain issuable upon the exercise of such Existing Convertible Note Warrants at such time and with respect to which such Existing Convertible Note Warrants will expire and be cancelled upon such replacement. For the avoidance of doubt, the Replacement Cap will be reduced on a share-for-share basis by any shares of the Common Stock issued by the Company to the holders of the Existing Convertible Note Warrants prior to or in connection with any such replacement that results in a top-up issuance to the holder of Warrant-C pursuant to this Section 3.5.
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Replacement Cap is defined in Section 31.01.
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Related to Replacement Cap

  • Replacement Card means a renewal or replacement Card issued to you by us;

  • Replacement Costs means the expenditures for obtaining and installing equipment, accessories or appurtenances which are necessary during the useful life of the treatment works to maintain the capacity and performance for which such works were designed and constructed.

  • Replacement Facility means 1 of the following:

  • Replacement Capital Covenant has the meaning specified in the introduction to this instrument.

  • Replacement Reserve Agreement means any Replacement Reserve Agreement between the Borrower and the Funding Lender, as the same may be amended, restated or supplemented from time to time.

  • Replacement Date has the meaning set forth in Section 2.08(b).

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;

  • Replacement Engine means a [Engine Manufacturer and Model] engine (or an engine of the same or another manufacturer of a comparable or an improved model and suitable for installation and use on the Airframe with the other Engine (or any other Replacement Engine being substituted simultaneously therewith)) that shall have been made subject to the Lien of the Indenture pursuant to Section 7.04 or Section 7.05 thereof, together with all Parts relating to such engine, but excluding items installed or incorporated in or attached to any such engine from time to time that are excluded from the definition of Parts.

  • Replacement Price Section 1.51 is amended by (i) adding the phrase “for delivery” immediately before the phrase “at the Delivery Point” in the second line and (ii) deleting the phrase “at Buyer’s option” from the fifth line and replacing it with the phrase “absent a purchase”.

  • Replacement Mortgage Loan A Mortgage Loan or Mortgage Loans in the aggregate substituted by the Seller for a Deleted Mortgage Loan, which must, on the date of such substitution, as confirmed in a Request for Release, (i) have a Stated Principal Balance, after deduction of the principal portion of the Scheduled Payment due in the month of substitution, not in excess of, and not less than 90% of, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) if the Replacement Mortgage Loan is a fixed rate Mortgage Loan, have a fixed Mortgage Rate not less than or more than 1% per annum higher than the Mortgage Rate of the Deleted Mortgage Loan; (iii) have the same or higher credit quality characteristics than that of the Deleted Mortgage Loan; (iv) have a Loan-to-Value Ratio no higher than that of the Deleted Mortgage Loan; (v) have a remaining term to maturity no greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (vi) not permit conversion of the Mortgage Rate from a fixed rate to a variable rate; (vii) have the same lien priority as the Deleted Mortgage Loan; (viii) constitute the same occupancy type as the Deleted Mortgage Loan or be owner occupied; (ix) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (x) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (xi) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (xii) if the Replacement Mortgage Loan is an Adjustable Rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (xiii) comply with each representation and warranty set forth in Section 7 of the Mortgage Loan Purchase Agreement and (xiv) the Custodian has delivered a Final Certification noting no defects or exceptions.

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Replacement Equipment means operational equipment or other parts used by Tenant to replace any of the Equipment.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • Replacement Reserve Monthly Deposit shall have the meaning set forth in Section 7.3.1 hereof.

  • Replacement Reserve As defined in Section 9.5.1.

  • Replacement Aircraft means the Aircraft of which a Replacement Airframe is part.

  • Replacement unit means a landfill, surface impoundment, or waste pile unit (1) from which all or substantially all of the waste is removed, and (2) that is subsequently reused to treat, store, or dispose of hazardous waste. “Replacement unit” does not apply to a unit from which waste is removed during closure, if the subsequent reuse solely involves the disposal of waste from that unit and other closing units or corrective action areas at the facility, in accordance with an approved closure plan or EPA or State approved corrective action.

  • Replacement Candidate means any Candidate Introduced by the Agency to the Client to fill the Engagement following the Introduction of another Candidate whose Engagement either did not commence or was terminated during the first 12 weeks of the Engagement;

  • Replacement Energy means Energy purchased by Buyer as replacement for any Delivery Shortfall.

  • Qualified Replacement Mortgage A Home Equity Loan substituted for another pursuant to Section 3.04, 3.05(b) or 3.06(b) hereof, which (i) has a Coupon Rate at least equal to the Coupon Rate of the Home Equity Loan being replaced, (ii) is secured by Property that is of the same or better property type as, or is a single family dwelling and the same or better occupancy status as, the Property securing the Home Equity Loan being replaced or is a primary residence, (iii) shall mature no later than the latest Final Scheduled Distribution Date with respect to the related Home Equity Loan Group, (iv) has a Loan-to-Value Ratio as of the Replacement Cut-Off Date no higher than the Loan-to-Value Ratio of the replaced Home Equity Loan at such time, (v) shall be of the same or higher credit quality classification (determined in accordance with the Seller’s credit underwriting guidelines set forth in the Seller’s underwriting manual) as the Home Equity Loan which such Qualified Replacement Mortgage replaces, (vi) shall be a First Mortgage Loan if the Home Equity Loan which such Qualified Replacement Mortgage replaces was a First Mortgage Loan and shall be a First Mortgage Loan or Second Mortgage Loan if the Home Equity Loan which such Qualified Replacement Mortgage replaces was a Second Mortgage Loan, (vii) has an outstanding principal balance as of the related Replacement Cut-Off Date equal to or less than the outstanding principal balance of the replaced Home Equity Loan as of such Replacement Cut-Off Date, (viii) shall not provide for a “balloon” payment if the related Home Equity Loan did not provide for a “balloon” payment (and if such related Home Equity Loan provided for a “balloon” payment, such Qualified Replacement Mortgage shall have an original maturity of not less than the original maturity of such related Home Equity Loan), (ix) shall be a fixed rate Home Equity Loan if the Home Equity Loan being replaced is in Group I or an adjustable rate Home Equity Loan if the Home Equity Loan being replaced is in Group II, (x) satisfies the criteria set forth from time to time in the definition thereof at Section 860G(a)(4) of the Code (or any successor statute thereto) and applicable to the Trust, (xi) satisfies the representations and warranties set forth in Section 3.04(b) hereof, (xii) shall not be 30 days or more Delinquent and (xiii) if such Home Equity Loan being replaced is in Group II, shall adjust based on the same index as, have no lower margin than, have the same interval between adjustment dates as and have a maximum Coupon Rate no lower than, and a minimum Coupon Rate no lower than, the Home Equity Loan being replaced.

  • 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.

  • Replacement Cut-Off Date With respect to any Qualified Replacement Mortgage, the first day of the calendar month in which such Qualified Replacement Mortgage is conveyed to the Trust.

  • Replacement Reserve Fund shall have the meaning set forth in Section 7.3.1 hereof.

  • Replacement Value means the price, including accrued interest, at which Equivalent Securities to the Borrowed Securities could be purchased in the principal market for such securities at the time of election by State Street under Section 13.1 hereof.

  • Replacement Option has the meaning set forth in Section 3.06.

  • Replacement Liquidity Facility has the meaning set forth in the Intercreditor Agreement.