Convertible Note Hedge Sample Clauses

Convertible Note Hedge. Upon the occurrence of a Conversion Event (as defined below), (i) Party A shall deliver to Party B the number of Shares (as defined below) that Party B is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event and (ii) Party B shall pay to Party A the Redemption Equivalent Amount (as defined below) with respect to such Conversion Event. Alternatively, Party B may elect Net Cash Settlement or Net Share Settlement (each as defined below). Trade Date: June 6, 2003 Settlement Date: For each Conversion Event as to which Physical Settlement applies, subject to the provisions of Section 6 below, the related Conversion Event Settlement Date. For each other Conversion Event, subject to the provisions of Section 6 below, the thirtieth (30th) Exchange Business Day following the related Conversion Event. Seller: Party A Buyer: Party B Calculation Agent: Party A, whose determinations and calculations shall be binding in the absence of manifest error. The Calculation Agent will have no responsibility for good faith errors or omissions in making any determination or calculation as provided herein. Reference Notes: The Zero Coupon Convertible Subordinated Notes due June 15, 2033 (the "Maturity Date"), first putable on June 15, 2008 and issued by Cephalon, Inc. (the "Issuer") on June 11, 2003 pursuant to the Note Indenture (as defined below) with an original principal amount of $375,000,000. Conversion Event: Each conversion of any Reference Note into Shares pursuant to the terms of the Note Indenture (the principal amount of Reference Notes so converted, the "Conversion Amount" with respect to such Conversion Event).
Sample 1
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Convertible Note Hedge. Subject in all cases to the paragraph below, upon the occurrence of a Conversion Event (as defined below), Deutsche shall deliver to Counterparty the number of Shares (as defined below), calculated exclusive of (a) any Make Whole Premium (as defined in the Note Indenture) and (b) any additional Shares paid by Counterparty to holders in connection with an election by the Issuer to increase the Conversion Rate (as such term is defined in the Note Indenture) pursuant to Section 5.08 or Section 5.13 of the Note Indenture, that Counterparty is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event. Notwithstanding anything to the contrary herein, in the Agreement or in any other agreement between the parties hereto, in no event shall Deutsche be required to deliver Shares to Counterparty pursuant to this Confirmation in connection with any Conversion Event to the extent that Deutsche (or a permitted transferee or assignee of Deutsche under the Pre-Existing Confirmation (as defined below)) is required to deliver Shares to Counterparty in connection with such Conversion Event pursuant to the terms of the Confirmation (the “Pre-Existing Confirmation”) dated as of June 2, 2005 between Deutsche and Counterparty, which sets forth the terms and conditions of a convertible note hedge transaction entered into between Deutsche and Counterparty. Trade Date: June 28, 2005 Settlement Date: Subject in all events to the second paragraph opposite the caption “Transaction Type” above and the provisions of Section 6 below, for each Conversion Event, the related Conversion Event Settlement Date. Seller: Deutsche Buyer: Counterparty
Sample 1
Convertible Note Hedge. Upon the occurrence of a Conversion Event (as defined below), Deutsche shall deliver to Counterparty the number of Shares (as defined below), calculated exclusive of (a) any Make Whole Premium (as defined in the Note Indenture) and (b) any additional Shares paid by Counterparty to holders in connection with an election by the Issuer to increase the Conversion Rate (as such term is defined in the Note Indenture) pursuant to Section 5.08 or Section 5.13 of the Note Indenture, that Counterparty is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event. Trade Date: June 2, 2005
Sample 1
Convertible Note Hedge. Upon the occurrence of a Conversion Event (as defined below), (i) Party A shall deliver to Party B the number of Shares (as defined below) that Party B is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event and (ii) Party B shall pay to Party A the Redemption Equivalent Amount (as defined below) with respect to such Conversion Event. Alternatively, Party B may elect Net Cash Settlement or Net Share Settlement (each as defined below). Trade Date: December 17, 2003 Settlement Date: Subject to the provisions of Section 6 below, for each Conversion Event for which Party A receives the related Conversion Notice prior to the Settlement Cutoff Date, (i) if Physical Settlement applies, the date on which the Issuer delivers Shares to the related converting holders of Reference Notes and (ii) if Net Cash Settlement or Net Share Settlement applies, the third Exchange Business Day following the related Reference Price Period. Subject to the provisions of Section 6 below, for each Conversion Event for which Party A receives the related Conversion Notice on or following the Settlement Cutoff Date, the Expiration Date. Seller: Party A Buyer: Party B Calculation Agent: Party A. The definition of "Calculation Agent" in the Equity Definitions shall be amended by deleting the second sentence thereof and replacing it with the following: "Whenever a Calculation Agent acts or makes any determination, it will do so in good faith and in a reasonable manner. In the event of a good faith error, and upon becoming or being made aware of such error, the Calculation Agent shall promptly correct such error (and shall not be liable for any error promptly corrected for any amounts greater than the actual cost of such error)."
Sample 1

Related to Convertible Note Hedge

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Convertible Note 9 Section 3.8

  • Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.

  • Secured Hedge Agreements and Secured Cash Management Agreements No Cash Management Bank or Hedge Bank that obtains the benefits of Section 10.4 or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

  • Secured Cash Management Agreements and Secured Hedge Agreements Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

  • Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).

  • Purchase Agreements The Sponsor has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Sponsor described in Section 1.4.2. The Representative has executed and delivered a Private Placement Warrants Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement”, together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Placement Warrants allocated to the Representative described in Section 1.4.2. Pursuant to the Purchase Agreements, (i) the Sponsor and the Representative have waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) certain proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date as provided for in the Purchase Agreements.

  • Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

  • Payment of Debentures (a) The Company shall pay the principal of and premium, if any, and interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding) on the Debentures on or prior to the dates and in the manner provided in such Debentures or pursuant to this Junior Indenture. An installment of principal, premium, if any, or interest shall be considered paid on the applicable due date if on such date the Trustee or the Paying Agent holds, in accordance with this Junior Indenture, money sufficient to pay all of such installment then due. With respect to any Debenture, the Company shall pay interest on overdue principal and interest on overdue installments of interest (including interest accruing during an Extension Period and/or on or after the filing of a petition in bankruptcy or reorganization relating to the Company, whether or not a claim for post-filing interest is allowed in such proceeding), to the extent lawful, at the rate per annum borne by such Debenture, compounded quarterly. Interest on overdue interest shall accrue from the date such amounts become overdue.

  • Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.

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