True-Up Defeasance Price definition

True-Up Defeasance Price means the product (such product, the “True-Up Defeasance Base Price”) of (x) the aggregate number of shares of Common Stock initially issuable hereunder and (y) $0.1375; provided, that if the Company elects to effect a True-Up Defeasance and fails to deliver the True-Up Defeasance Price to the Holder on or prior to the Adjustment Date, the True-Up Defeasance Price shall automatically be increased to 200% of the True-Up Defeasance Base Price (the “Default True-Up Defeasance Price”).
Sample 1

Examples of True-Up Defeasance Price in a sentence

  • If the Company elects to effect a True-Up Defeasance, but fails to deliver the True-Up Defeasance Price to the Holder on the Adjustment Date, the Company shall thereafter owe the Default True-Up Defeasance Price to the Holder, which Default True-Up Defeasance Price shall be immediately due and payable.

Related to True-Up Defeasance Price

  • Scheduled Defeasance Payments shall have the meaning set forth in Section 2.5.1(b) hereof.

  • Defeasance Period is defined in the Note, if applicable.

  • Legal Defeasance Option is defined in Section 4.01(b) of the Indenture.

  • Covenant Defeasance Option is defined in Section 4.01(b) of the Indenture.

  • Defeasance Event shall have the meaning set forth in Section 2.5.1(a) hereof.

  • Defeasance Date shall have the meaning set forth in Section 2.5.1(a)(i) hereof.

  • Defeasance Deposit means an amount equal to the remaining principal amount of the Note, the Defeasance Payment Amount, any costs and expenses incurred or to be incurred in the purchase of U.S. Obligations necessary to meet the Scheduled Defeasance Payments and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection with the transfer of the Note or otherwise required to accomplish the agreements of Sections 2.4 and 2.5 hereof (including, without limitation, any fees and expenses of accountants, attorneys and the Rating Agencies incurred in connection therewith).

  • Defeasance Agent means another financial institution which is eligible to act as Trustee hereunder and which assumes all of the obligations of the Trustee necessary to enable the Trustee to act hereunder. In the event such a Defeasance Agent is appointed pursuant to this Section, the following conditions shall apply:

  • Defeasance Obligations means any of the following obligations:

  • Defeasance Securities means (i) Federal Securities, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the Commissioners Court adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent, (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the Commissioners Court adopts or approves proceedings authorizing the issuance of refunding bonds or otherwise provide for the funding of an escrow to effect the defeasance of the Bonds, are rated as to investment quality by a nationally recognized investment rating firm no less than "AAA" or its equivalent, and (iv) any other then authorized securities or obligations under applicable State law that may be used to defease obligations such as the Bonds.

  • Defeasance Loan Those Mortgage Loans which provide the related Mortgagor with the option to defease the related Mortgaged Property.

  • Covenant Defeasance has the meaning specified in Section 1303.

  • Legal Defeasance has the meaning assigned to it in Section 8.1(b).

  • Defeasance Collateral means: (i) a Xxxxxxx Mac Debt Security, (ii) a Xxxxxx Mae Debt Security, (iii) U.S. Treasury Obligations, or (iv) FHLB Obligations.

  • Defeasance has the meaning specified in Section 1302.

  • Additional Defeasible Provision means a covenant or other provision that is (a) made part of this Indenture pursuant to an indenture supplemental hereto, a Board Resolution or an Officer’s Certificate delivered pursuant to Section 3.1, and (b) pursuant to the terms set forth in such supplemental indenture, Board Resolution or Officer’s Certificate, made subject to the provisions of Article Thirteen.

  • 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.

  • Redemption Call Purchase Price has the meaning provided in Section 1.4;

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Redemption Price or Repurchase Price means the amount to be paid to the relevant Holder upon redemption of that Unit, such amount to be determined pursuant to this document.

  • Applicable Price means the highest of (i) the highest price per share of Issuer Common Stock paid for any such share by the person or groups described in Section 8(d)(i), (ii) the price per share of Issuer Common Stock received by holders of Issuer Common Stock in connection with any merger or other business combination transaction described in Section 7(b)(i), 7(b)(ii) or 7(b)(iii), or (iii) the highest closing sales price per share of Issuer Common Stock quoted on the Nasdaq National Market (or if Issuer Common Stock is not quoted on the Nasdaq National Market, the highest bid price per share as quoted on the principal trading market or securities exchange on which such shares are traded as reported by a recognized source chosen by Holder) during the 60 business days preceding the Request Date; provided, however, that in the event of a sale of less than all of Issuer's Assets, the Applicable Price shall be the sum of the price paid in such sale for such assets and the current market value of the remaining assets of Issuer as determined by an independent nationally recognized investment banking firm selected by Holder and reasonably acceptable to Issuer (which determination shall be conclusive for all purposes of this Agreement), divided by the number of shares of the Issuer Common Stock outstanding at the time of such sale. If the consideration to be offered, paid or received pursuant to either of the foregoing clauses (i) or (ii) shall be other than in cash, the value of such consideration shall be determined in good faith by an independent nationally recognized investment banking firm selected by Holder and reasonably acceptable to Issuer, which determination shall be conclusive for all purposes of this Agreement.

  • Liquidation Price means the price at which the Trustee sells the Underlying Securities.

  • 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”.

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

  • Make-Whole Price with respect to any Notes to be redeemed, means an amount equal to the greater of:

  • SAFE Price means the price per share equal to (x) the Valuation Cap divided by (y) the Fully Diluted Capitalization.