Common use of Right to Extend Clause in Contracts

Right to Extend. The Calculation Agent may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, based on advice of counsel, that such action is reasonably necessary or appropriate to preserve commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Date) or to enable a dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 28 contracts

Samples: Letter Agreement (Wayfair Inc.), Letter Agreement (Wayfair Inc.), Letter Agreement (Wayfair Inc.)

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Right to Extend. The Calculation Agent may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, based on advice of counsel, that such action is reasonably necessary or appropriate to preserve commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Date) or to enable a dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 30 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 14 contracts

Samples: Letter Agreement (Snap Inc), Letter Agreement (Snap Inc), Letter Agreement (Wayfair Inc.)

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i), in its discretioncommercially reasonable judgment or, in the case of clause (ii), based on advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the stock loan market or other relevant market or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith so long as such policies and procedures are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 40 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 9 contracts

Samples: Imax Corp, Imax Corp, Imax Corp

Right to Extend. The Calculation Agent may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, based on advice of counsel, that such action is reasonably necessary or appropriate to preserve commercially reasonable hedging or hedge unwind activity with respect to the Transaction hereunder in light of existing liquidity conditions (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Date) or to enable a dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 100 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 6 contracts

Samples: Letter Agreement (Invacare Corp), Letter Agreement (Invacare Corp), Letter Agreement (Invacare Corp)

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period Expiration Date or any other date of valuation, payment valuation or delivery by Dealer, with respect to some or all of the Options hereunder, relevant Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Daily Number of Warrants with respect to one or more Expiration Dates) if Dealer reasonably determines, in its discretion, based on the advice of counsel, that such action extension is reasonably necessary or appropriate advisable to preserve commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or to enable a dealer Dealer to effect purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty Issuer or an affiliated purchaser of CounterpartyIssuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that Dealer (so long as such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory mannermanner to transactions similar to the Transaction and with counterparties similar to Company); provided further that no such Valid Day Expiration Date or other date of valuation, payment valuation or delivery may be postponed or added more than 25 45 Valid Days after the original Valid Day Expiration Date or other date of valuation, payment valuation or delivery, as the case may be.

Appears in 6 contracts

Samples: Letter Agreement (Chart Industries Inc), Letter Agreement (Chart Industries Inc), Chart Industries Inc

Right to Extend. The Calculation Agent may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, based on advice of counsel, that such action is reasonably necessary or appropriate to preserve commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Date) or to enable a dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 100 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 4 contracts

Samples: Letter Agreement (Invacare Corp), Letter Agreement (Invacare Corp), Letter Agreement (Invacare Corp)

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases or sales of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 40 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 3 contracts

Samples: Western Digital Corp, Vishay Intertechnology Inc, Vishay Intertechnology Inc

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, commercially reasonable judgment (in the case of clause (i) below) or based on the advice of counselcounsel (in the case of clause (ii) below), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided provided, further that no such Valid Day or any other date of valuation, payment or delivery may be postponed or added more than 25 40 Valid Days after the original Valid Day or any other date of valuation, payment or delivery, as the case may be.

Appears in 3 contracts

Samples: Live Nation Entertainment, Inc., Live Nation Entertainment, Inc., Encore Capital Group Inc

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i), in its discretioncommercially reasonable judgment or, in the case of clause (ii), based on advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the stock loan market or other relevant market or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith so long as such policies and procedures are generally applicable in similar situations and applied in a non-discriminatory manner; manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 100 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.. (r)

Appears in 3 contracts

Samples: Vonage Holdings Corp, Vonage Holdings Corp, Vonage Holdings Corp

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, based on the advice of counselcounsel in the case of the immediately following clause (ii), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if in the case of a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of the Trade Date) or (ii) to enable a dealer Dealer to effect purchases of transactions in Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that Dealer (so long as such policies and procedures have been adopted by Dealer in good faith would generally be applicable to counterparties similar to Counterparty and are generally applicable in transactions similar situations and applied in a non-discriminatory mannerto the Transaction); provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added extended more than 25 60 Valid Days after the final day in the original Valid Day Settlement Averaging Period or original other date of valuation, payment or delivery, as the case may be.

Appears in 2 contracts

Samples: Citrix Systems Inc, Citrix Systems Inc

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 60 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 2 contracts

Samples: Array Technologies, Inc., Jamf Holding Corp.

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i), in its discretioncommercially reasonable judgment or, in the case of clause (ii), based on advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the stock loan market or other relevant market or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith so long as such policies and procedures are generally applicable in similar situations and applied in a non-discriminatory manner; manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 40 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 2 contracts

Samples: Peloton Interactive, Inc., Peloton Interactive, Inc.

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases or sales of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 60 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 2 contracts

Samples: Meritage Homes CORP, Meritage Homes CORP

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases or sales of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 50 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 2 contracts

Samples: Letter Agreement (Integer Holdings Corp), Letter Agreement (Integer Holdings Corp)

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, commercially reasonable judgment (in the case of clause (i) below) or based on the advice of counselcounsel (in the case of clause (ii) below), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided provided, further that no such Valid Day or any other date of valuation, payment or delivery may be postponed or added more than 25 100 Valid Days after the original Valid Day or any other date of valuation, payment or delivery, as the case may be.

Appears in 2 contracts

Samples: Parsons Corp, Parsons Corp

Right to Extend. The Calculation Agent Dealer may postpone or add, in a commercially reasonable manner, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunderhereunder (in which event Dealer shall make commercially reasonable adjustments to the Transaction to reflect the impact of such postponement or addition on Dealer’s commercially reasonable Hedge Positions and commercially reasonable hedging or hedge unwind activity), if Dealer reasonably determines, in its discretion, determines (based on advice of counsel, counsel in the case of clause (y) only) that such action is reasonably necessary or appropriate (x) to preserve commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Date) or (y) to enable a dealer Dealer to effect purchases of transactions with respect to Shares or Share Termination Delivery Units in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 40 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Global Payments Inc

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i), in its discretioncommercially reasonable judgment or, in the case of clause (ii), based on advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the stock loan market or other relevant market or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith so long as such policies and procedures are generally applicable in similar situations and applied in a non-discriminatory manner; manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 120 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Progress Software Corp /Ma

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretiongood faith and commercially reasonable discretion and, in respect of clause (ii) below, based on the advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve commercially reasonable Dealer’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of expectation on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases of transactions in Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that Dealer (so long as such policies and procedures have been adopted by Dealer in good faith would generally be applicable to counterparties similar to Counterparty and are generally applicable in transactions similar situations and applied in a non-discriminatory mannerto the Transaction); provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 60 Valid Days after the final day in the original Valid Day Settlement Averaging Period or original other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Red Hat Inc

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Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, commercially reasonable judgment (in the case of clause (i) below) or based on the advice of counselcounsel (in the case of clause (ii) below), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided provided, further that no such Valid Day or any other date of valuation, payment or delivery may be postponed or added more than 25 75 Valid Days after the original Valid Day or any other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Bread Financial Holdings, Inc.)

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases or sales of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 40 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be; provided further that any such postponement or addition may only be in whole, and not in part, in case any event described in clause (ii) relating solely to a self-regulatory requirement applicable to Dealer.

Appears in 1 contract

Samples: Xerox Corp

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases or sales of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty Parent or an affiliated purchaser of CounterpartyParent, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 60 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Right to Extend. The Calculation Agent Dealer may postpone or add, in a commercially reasonable manner, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 60 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Letter Agreement (Envestnet, Inc.)

Right to Extend. The Calculation Agent may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, and in its discretionthe case of clause (ii) below, based on advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the stock loan market or other relevant market or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 60 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Letter Agreement (Dick's Sporting Goods, Inc.)

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in the case of clause (i), in its discretioncommercially reasonable judgment or, in the case of clause (ii), based on advice of counsel, that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the stock loan market or other relevant market or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith so long as such policies and procedures are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 100 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.. (r)

Appears in 1 contract

Samples: Progress Software Corp /Ma

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases or sales of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 90 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Enovis CORP

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases or sales of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 40 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Fluor Corp

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if to the extent Dealer reasonably determines, determines (and in its discretionthe case of clause (ii) below, based on the advice of counsel), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) or (ii) to enable a dealer Dealer to effect purchases of Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to DealerDealer (so long as such policies or procedures are consistently applied to transactions similar to the Transaction); provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 120 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Letter Agreement (Merit Medical Systems Inc)

Right to Extend. The Calculation Agent Dealer may postpone or add, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, commercially reasonable judgment (in the case of clause (i) below) or based on the advice of counselcounsel (in the case of clause (ii) below), that such action is reasonably necessary or appropriate (i) to preserve Dealer’s commercially reasonable hedging or hedge unwind activity hereunder in light of existing liquidity conditions or (but only if liquidity as of the relevant time is less than the Calculation Agent’s commercially reasonable expectations of liquidity at such time as of the Trade Dateii) or to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its commercially reasonable hedging, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner; provided provided, further that no such Valid Day or any other date of valuation, payment or delivery may be postponed or added more than 25 90 Valid Days after the original Valid Day or any other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Bloom Energy Corp

Right to Extend. The Calculation Agent Dealer may postpone or add, in a commercially reasonable manner, in whole or in part, any Valid Day or Valid Days during the Settlement Averaging Period or any other date of valuation, payment or delivery by Dealer, with respect to some or all of the Options hereunder, if Dealer reasonably determines, in its discretion, based on advice of counsel, determines that such action is reasonably necessary or appropriate (i) to preserve a commercially reasonable hedging position or hedge unwind activity hereunder in light of existing liquidity conditions (but only if there is a material decrease in liquidity as of the relevant time is less than the Calculation Agentrelative to Dealer’s commercially reasonable expectations of liquidity at such time as of on the Trade Date) in the cash market, the stock loan market or other relevant market or (ii) to enable a dealer Dealer to effect purchases of transactions with respect to Shares in connection with its hedginga commercially reasonable hedging position, hedge unwind or settlement activity hereunder in a manner that would, if such dealer Dealer were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that Dealer (so long as such policies and procedures have been adopted by Dealer in good faith and are generally applicable in similar situations and applied in a non-discriminatory manner); provided further that no such Valid Day or other date of valuation, payment or delivery may be postponed or added more than 25 20 Valid Days after the original Valid Day or other date of valuation, payment or delivery, as the case may be.

Appears in 1 contract

Samples: Purchase Agreement (Super Micro Computer, Inc.)

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