Convertible Note Hedge and Warrant Transactions definition

Convertible Note Hedge and Warrant Transactions means (x) the convertible note hedge transactions entered into by Parent with the Convertible Note Hedge and Warrant Counterparty to offset any cash payments required to be made by Parent in excess of the principal amount of the Convertible Notes that are converted or exchanged, so long as the Borrowers and Guarantors do not have any payment obligation with respect to such convertible note hedge transactions other than premiums and charges the total amount of which are fixed and known at the time such convertible note hedge transactions are entered into and (y) separate warrant transactions entered into by Parent with the Convertible Note Hedge and Warrant Counterparty.
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Convertible Note Hedge and Warrant Transactions means (x) the convertible note hedge transactions entered into by Parent with the Convertible Note Hedge and Warrant Counterparty to reduce potential dilution to the Common Stock upon any conversion of the Convertible Notes and/or offset any cash payments required to be made by Parent in excess of the principal amount of the Convertible Notes that are converted or exchanged, so long as the Borrowers and Guarantors do not have any payment obligation with respect to such convertible note hedge transactions other than premiums and charges the total amount of which are fixed and known at the time such convertible note hedge transactions are entered into and (y) separate warrant transactions entered into by Parent with the Convertible Note Hedge and Warrant Counterparty.
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Examples of Convertible Note Hedge and Warrant Transactions in a sentence

  • These indicators shall be regularly monitored as the project progresses.At an early stage, reach an agreement with the persons involved in the project as to how to monitor and report on the project during itsexecution, and decide who is responsible for the following up of each indicator.

  • CUSIP Number: 902494 AP8 Convertible Note Hedge and Warrant Transactions: The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, approximately 26.637 million shares of the Issuer’s Class A common stock.

  • DISH NETWORK CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued(Unaudited) Convertible Note Hedge and Warrant Transactions In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties.

  • Convertible Note Hedge and Warrant Transactions On March 7, 2006, the Company entered into convertible note hedge transactions (the "Hedge Transactions") and warrant transactions (the "Warrant Transactions") with JPMorgan Chase Bank, N.A. and Bank of America, N.A., each an affiliate of an Initial Purchaser.

  • Convertible Note Hedge and Warrant Transactions In connection with the offering of the 2023 Convertible Notes, the Company entered into convertible note hedge transactions ("2023 Convertible Note Hedges") with certain financial institution counterparties ("2023 Note Hedge Counterparties") whereby the Company has the option to purchase a total of approximately 11.1 million shares of its Class A common stock at a price of approximately $77.85 per share.

  • Each participant’s part in this study will last approximately six months.

  • Table of Contents DISH NETWORK CORPORATIONNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Continued(Unaudited) Convertible Note Hedge and Warrant Transactions In connection with the offering of the Convertible Notes due 2026, we entered into convertible note hedge transactions with certain option counterparties.

  • The expected collective impact of the Convertible Note Hedge and Warrant Transactions is to reduce the potential dilution that would occur if the price of the Company's common stock was between the conversion price of $59.33 per share and the strike price of the warrants of $80.9063 per share.The 2023 Notes and related Convertible Note Hedge and Warrant Transactions are excluded in the calculation of diluted EPS because inclusion would be anti-dilutive.

  • Termination of a Material Definitive Agreement.Termination of Convertible Note Hedge and Warrant Transactions with Bank of America, N.A.As previously reported, in November and December 2013, in connection with the issuance by Altaba Inc.

  • Joint Book-Running Managers: Xxxxxxxxx LLC RBC Capital Markets, LLC Co-Managers: X.X. Xxxxxxxxxx & Co., LLC Xxxx Capital Partners, LLC CUSIP Number: 84763A AA6 ISIN: US84763AAA60 Convertible Note Hedge and Warrant Transactions: In connection with the pricing of the notes, the Issuer entered into a convertible note hedge transaction with the option counterparty.

Related to Convertible Note Hedge and Warrant Transactions

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Convertible Note Documents means (a) the 2024 Convertible Note Documents, and (b) the Future Convertible Notes and each other promissory note, note purchase agreement, indenture and other material documents evidencing or relating thereto.

  • Convertible Notes has the meaning set forth in the Recitals.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Co-Investment Transaction means any transaction in which one or more Regulated Funds (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

  • Hedge Transaction means each interest rate swap, index rate swap or interest rate cap transaction or comparable derivative arrangement between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 10.6 and is governed by a Hedging Agreement.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Permitted Bond Hedge Transaction means any call or capped call option (or substantively equivalent derivative transaction) on the Parent’s common Equity Interests purchased by the Parent in connection with the issuance of any Convertible Indebtedness; provided that the purchase price for such Permitted Bond Hedge Transaction does not exceed the net proceeds received by the Parent from the sale of such Convertible Indebtedness issued in connection with the Permitted Bond Hedge Transaction.

  • Convertible Note Indenture means the Indenture dated as of February 21, 2014 between Emergent and the Convertible Note Trustee pursuant to which the Convertible Notes were issued.

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • Financing Transactions means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of Loans hereunder and the use of the proceeds thereof and (c) the issuance, amendment or extension of Letters of Credit hereunder and the use of proceeds thereof.

  • Bridge Notes means the series of notes, of which this Note is a part, dated on or about the date hereof, each of which are identical, other than the date of the Note, identity of the Holder and principal amount of this Note.

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Permitted Acquisition Documents means with respect to any acquisition proposed by the Borrower or any Subsidiary Guarantor, final copies or substantially final drafts if not executed at the required time of delivery of the purchase agreement, sale agreement, merger agreement or other agreement evidencing such acquisition, including, without limitation, all legal opinions and each other document executed, delivered, contemplated by or prepared in connection therewith and any amendment, modification or supplement to any of the foregoing.

  • Restricted Payment Transaction means any Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Purchase Transaction means a purchase of scrap metal, or the purchase of property described in section 10 if the knowing purchase or offer to purchase that property is not prohibited by that section, by a scrap metal dealer. The term does not include any of the following:

  • Relevant Transaction has the meaning specified in Section 2.05(b)(ii).

  • Financing Transaction means a transaction in which a licensed provider obtains financing from a financing entity including any secured or unsecured financing, any securitization transaction, or any securities offering which is either registered or exempt from registration under federal and state securities law.