Alternative Settlement means, with respect to any Component, that on the relevant Cash Settlement Payment Date or the relevant payment date for any Cash-Settled Event, the Dealer may, unless it has designated an Early Termination Date, cause the Collateral Custodian to release a number of Collateral Shares equal to the Number of Shares for such Component from the Collateral Account to the Alternative Settlement Agent and such Shares shall be fully released and discharged from the security interests of Dealer granted pursuant to the Security Deed. Dealer is irrevocably appointed by Counterparty as the Alternative Settlement Agent for the purposes of these provisions. The Alternative Settlement Agent shall sell such Shares on behalf of Counterparty pursuant to, and subject to the limitation of, Rule 144 under the Securities Act (and Counterparty undertakes to take whatever action is reasonably required of it by the Alternative Settlement Agent to effectuate compliance with the requirements of Rule 144 under the Securities Act) based on a market order (or such other price to be agreed by the Alternative Settlement Agent and Counterparty or, in the absence of any market order or an agreed on price, at Alternative Settlement Agent’s commercially reasonable discretion). Counterparty, Dealer and Alternative Settlement Agent agree that, pursuant to Section 5(b) below, the proceeds received for such Shares sold shall be applied to satisfy and discharge, in whole or in part, the relevant Cash Settlement Amount or Counterparty Payment Amount, as the case may be, owed by Counterparty to Dealer and any excess proceeds shall be promptly paid over to Counterparty. When the Settlement Date, Cash Settlement Payment Date or settlement date for any earlier date of termination or cancellation for all Components of the Transaction have occurred, and (i) no amounts are or thereafter may become payable or Shares deliverable by Counterparty with respect to any Secured Obligations (except for any potential liability under Section 2(d) of the Agreement and any other contingent indemnification obligation as to which no claim has been asserted or accrued), (ii) no Potential Event or Default Event has occurred and is continuing and (iii) no Early Termination Date has occurred or been designated as a result of a Default Event (the “Collateral Release Conditions”), any remaining Collateral shall be fully released and discharged from the security interests of Dealer granted hereunder and/or, upon the request a...
Alternative Settlement means the settlement of the Bonds (or any Alternative Settlement Bonds issued in replacement for the Bonds) in the Clearing Systems pursuant to Condition 7.
Alternative Settlement means, in the event that the Agreed Settlement has been terminated prior to the Closing, a settlement of claims asserted in the Specified Litigation Matter which has been finally approved by the Court of Chancery of the State of Delaware (or any trial court of competent jurisdiction).
Examples of Alternative Settlement in a sentence
In addition to any other requirement set forth herein, Counterparty agrees not to designate any Settlement Date or elect Alternative Settlement under “Accounting Standards Codification (‘ASC’) 815-40; Alternative Settlement” below if settlement in respect of such date would result in a violation of any applicable federal or state law or regulation, including the U.S. federal securities laws.
Each Warrant entitles the Warrantholder to receive, upon exercise (including automatic exercise), the Cash Settlement Value of such Warrant, except that, under the circumstances described below, such Warrantholder may instead receive the Alternative Settlement Amount for such Warrant or, in certain circumstances following an Extension Event, the Warrants will be deemed to be worthless.
Unless otherwise provided pursuant to Alternative Settlement Procedures, upon the transfer of the Subscriber’s Deliveries by the Issuer to the Subscriber, (or its nominee in accordance with its delivery instructions) the Escrow Agent shall release the Purchase Price from the Escrow Account to the Issuer.
In addition to any other requirement set forth herein, Counterparty agrees not to designate any Settlement Date or elect Alternative Settlement under Paragraph 7(l) if settlement in respect of such date would result in a violation of any applicable federal or state law or regulation, including the U.S. federal securities laws.
For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures shall include, without limitation, the Subscriber delivering to the Issuer on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Subscribed Shares.
More Definitions of Alternative Settlement
Alternative Settlement means, with respect to any Component, that on the relevant Cash Settlement Payment Date or the relevant payment date for any Cash-Settled Event, the Dealer may, unless it has designated an Early Termination Date, cause the Collateral Custodian to release a number of Collateral Shares equal to the Number of Shares for such Component from the Collateral Account to the Alternative Settlement Agent and such Shares shall be fully released and discharged from the security interests of Dealer granted pursuant to the Security Deed. Dealer is irrevocably appointed by Counterparty as the Alternative Settlement Agent for the purposes of these provisions. The Alternative Settlement Agent shall sell such Shares on behalf of Counterparty pursuant to, and subject to the limitation of, Rule 144 under the Securities Act (and Counterparty undertakes to take whatever action is reasonably required of it by the Alternative Settlement Agent to effectuate compliance with the requirements of Rule 144 under the Securities Act) based on a market order (or such other price to be agreed by the Alternative Settlement Agent and Counterparty or, in the absence of any market order or an agreed on price, at Alternative Settlement Agent’s commercially reasonable discretion).
Alternative Settlement has the meaning set forth in Section 4.01 hereof.
Alternative Settlement means the settlement process described in Condition 7(r)(D);
Alternative Settlement means that on the Termination Date, Party B's Fixed Amount (plus Capital Depreciation, if any) shall be netted against Party A's Equity Floating Amount (resulting in a USD sum hereinafter referred to as the "Net Payment"). If the Net Payment is owed to Party B, then on the Termination Date Party A shall deliver to Party B, in lieu of the Net Payment, the number of freely tradable, fully registered shares of the Issuer, the value of which is equivalent to the Net Payment (the "Equivalent Shares"). If the Net Payment is owed to Party A, then on the Termination Date Party B shall deliver the Equivalent Shares to Party A, in lieu of the Net Payment. Alternative Settlement Execution If Party B is entitled to receive the Net Make-Whole: Payment and Party B elects Alternative Settlement, and if the aggregate cost to Party A of purchasing the Equivalent Shares exceeds the Net Payment due to changes in the market price of the shares of the Issuer during the period from the close of trading on the Valuation Date to the time that Party A's activities to purchase the Equivalent Shares is fully executed, then Party B shall pay the difference in cash to Party A on the Business Day immediately following Party B's receipt of Party A's demand setting forth the amount of the difference. If Party A is entitled to receive the Net Payment and Party B elects Alternative Settlement, and Party A, in selling the Equivalent Shares, obtains an aggregate sale price that is less than the Net Payment due to changes in the market price of the shares of the Issuer during the period from the close of trading on the Valuation Date to the time that Party A's activities to sell the Equivalent Shares is fully executed, then Party B shall pay the difference in cash to Party A on the Business Day immediately following Party B's receipt of Party A's demand setting forth the amount of the difference. Dividends: Party A shall pay to Party B, the Dividend Amount, if any, within two (2) Exchange Business Days of such amount being paid by the Issuer to holders of record of the Shares. PARTY B FIXED AMOUNT:
Alternative Settlement means, with respect to any Component, that on the relevant Cash Settlement Payment Date or the relevant payment date for any Cash-Settled Event, the Dealer may, unless it has designated an Early Termination Date, cause the Collateral Custodian to release a number of Collateral Shares equal to the Number of Shares for such Component from the Collateral Account to the Alternative Settlement Agent and such Shares shall be fully released and discharged from the security interests of Dealer granted pursuant to the Security Deed. Dealer is irrevocably appointed by Counterparty as the Alternative Settlement Agent for the purposes of these provisions. The Alternative Settlement Agent shall sell such Shares on behalf of Counterparty pursuant to, and subject to the limitation of, Rule 144 under the Securities Act (and Counterparty undertakes to take whatever action is reasonably required of it by the Alternative Settlement Agent to effectuate compliance with the requirements of Rule 144 under the Securities Act) based on a market order (or such other price to be agreed by the Alternative Settlement Agent and Counterparty or, in the absence of any market order or an agreed on price, at Alternative Settlement Agent’s commercially reasonable discretion). Counterparty, Dealer and Alternative Settlement Agent agree that, pursuant to Section 5(b) below, the proceeds received for such Shares sold shall be applied to satisfy and discharge, in whole or in part, the relevant Cash Settlement Amount or Counterparty Payment Amount, as the case may be, owed by Counterparty to Dealer and any excess proceeds shall be promptly paid over to Counterparty. To the extent that the proceeds received for such Shares sold only satisfy the relevant Cash Settlement Amount in part, Counterparty shall pay to Dealer the remainder of the Cash Settlement Amount in accordance with the provisions opposite the caption “Cash Settlement” above. If Counterparty fails to so pay the remainder of the Cash Settlement Amount, Dealer may designate an Early Termination Date in its sole discretion and Counterparty shall no longer have the ability to elect Cash Settlement in respect of any remaining Components. When the Settlement Date, Cash Settlement Payment Date or settlement date for any earlier date of termination or cancellation for all Components of the Transaction have occurred, and (i) no amounts are or thereafter may become payable or Shares deliverable by Counterparty with respect to any Secured Oblig...
Alternative Settlement means, with respect to any Component, that on the relevant Cash Settlement Payment Date or the relevant payment date for any Cash-Settled Event, the Dealer may, unless it has designated an Early Termination Date, cause the Collateral Custodian to release a number of Collateral Shares equal to the Number of Shares for such Component from the Collateral Account to the
Alternative Settlement means the settlement described in the Approval Motion containing the terms set forth in Section 3.3(b) of this Settlement Agreement.