Synthetic Sale definition
Synthetic Sale means any hedge, sale or purchase of any derivative security or other action (other than Transfers expressly permitted by the terms hereof) having the effect of reducing a Stockholder's economic interest in Shares or reducing a Stockholder's exposure to a decrease in fair market value of Shares.
Synthetic Sale has the meaning given to that term in Schedule 14 (Covenants).
Synthetic Sale means a sale of any or all of the Bond: (i) to an underwriter reasonably acceptable to the Purchaser that will convert the Bond and sell the shares of Common Stock underlying the Bond on behalf of the holder in an underwritten public offering pursuant to procedures substantially similar to those set forth in Sections 9.1, 9.3(a) and 9.3(d) of the Agreement, provided, however, that the minimum anticipated aggregate offering price set forth in Section 9.1 will not apply to a Synthetic Sale, or (ii) to a third-party financial institution reasonably acceptable to the Purchaser that will convert the Bond and sell the shares of Common Stock underlying the Bond on behalf of the Purchaser in a transaction exempt from or not subject to the registration requirements of the Securities Act.
Examples of Synthetic Sale in a sentence
Other than (a) in connection with a Synthetic Sale or (b) in connection with the exercise by any lenders of the Debt Financing (as defined in the Merger Agreement) or any refinancing thereof of remedies with respect to the Liens over the Securities that secures such indebtedness, the Bond may not be transferred, in whole or in part, without the prior written consent of the Company.