Hedge Unwind Period means the five Scheduled Trading Day period commencing on and including September 27, 2022 (the “Initial Unwind Date”), subject to Section 4(c) of this Agreement. “Warrants Settlement Amount” has the meaning assigned to such term in that certain Warrants Partial Unwind Agreement, dated as of the date hereof, between Dealer and the Company (the “Warrants Unwind Agreement”). “Cash Settlement Amount” has the meaning assigned to such term in Exhibit A hereto.
Hedge Unwind Period means the period of consecutive Scheduled Trading Days commencing on and including July 21, 2014 (or if such date is not a Scheduled Trading Day, the first Scheduled Trading Day following such date) through and including the 2nd Scheduled Trading Day immediately following such date, subject to the last paragraph of this Section 5. “Cash Settlement Amount per Option” means the product of (i) the Conversion Rate multiplied by (ii) the Net Underlying Share Unwind Amount (as determined based on the grid attached as Exhibit A to this Agreement). “Conversion Rate” means 34.2466. Notwithstanding anything to the contrary in this Agreement, if (i) any Scheduled Trading Day during any Hedge Unwind Period is a Disrupted Day (as defined in the Warrant Confirmation) or (ii) Deutsche determines in its commercially reasonable judgment that on any Scheduled Trading Day during the relevant Hedge Unwind Period an extension of such Hedge Unwind Period is reasonably necessary or advisable to preserve Deutsche’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Deutsche to effect sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Deutsche, then the VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange, as determined by the Deutsche in its good faith, commercially reasonable discretion based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Deutsche determines there is no Market Disruption Event and the number of Scheduled Trading Days and the Cash Settlement Amount per Option related to the relevant Hedge Unwind Period shall be adjusted by Deutsche to account for such disruption and/or extension.
Hedge Unwind Period means the Scheduled Trading Day occurring on [●]; provided that, notwithstanding anything to the contrary in this Termination Agreement, Dealer may postpone such Scheduled Trading Day or extend the Hedge Unwind Period by one or more Scheduled Trading Days if Dealer determines, in its reasonable discretion, that such postponement or extension is reasonably necessary or appropriate to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer (or any of its affiliates) to effect transactions of Shares in connection with its hedge unwind activity hereunder in a manner that would, if Dealer (or such affiliate) 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.
Examples of Hedge Unwind Period in a sentence
If a Disrupted Day occurs in the Hedge Unwind Period, and each of the eight immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent may determine such eighth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the Daily VWAP Price for such eighth Scheduled Trading Day using its good faith estimate of the value of the Shares on such eighth Scheduled Trading Day.
Dealer shall use its reasonable efforts to notify the Company in writing of any extension or postponement of the Hedge Unwind Period pursuant to this Section 4.
Neither the Company nor any of its Affiliates or agents shall take any action that would cause Regulation M under the Exchange Act (“ Regulation M”) to be applicable to any purchases of Shares, or any security for which the Shares are a reference security (as defined in Regulation M), by Company or any of its affiliated purchasers (as defined in Regulation M) on any Trading Day during the Hedge Unwind Period.
Dealer shall use its reasonable efforts to notify the Company of any extension or postponement of the Hedge Unwind Period pursuant to this Section 4.
On the date hereof, and on each day during the Hedge Unwind Period and on the Settlement Date, the Company is not, and will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) and Company would be able to purchase a number of Shares equal to the Call Option Settlement Amount in compliance with the corporate laws of the jurisdiction of its incorporation.
More Definitions of Hedge Unwind Period
Hedge Unwind Period means the two Scheduled Trading Day period commencing on and including July 11, 2022 (the “Initial Unwind
Hedge Unwind Period means December 15, 2020, subject to the immediately succeeding paragraph. Notwithstanding anything to the contrary in this Agreement, if (i) the Scheduled Trading Day during any Hedge Unwind Period is a Disrupted Day (as defined in the Call Option Confirmations) or (ii) Dealer determines, based on the advice of counsel, that on any Scheduled Trading Day during the Hedge Unwind Period an extension of such Hedge Unwind Period is reasonably necessary or advisable to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, then the Daily Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange, as determined by the Calculation Agent based on transactions in the Shares on such Scheduled Trading Day taking into account, if applicable, the nature and duration of such Market Disruption Event, and the number of Scheduled Trading Days and the Cash Settlement Amount per Option related to the Hedge Unwind Period shall be adjusted by the Calculation Agent to account for such disruption and/or extension.
Hedge Unwind Period means the period of two (2) consecutive Trading Days beginning on, and including, April 12, 2022. “Trading Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on The New York Stock Exchange. “Market Disruption Event” means (i) a failure by The New York Stock Exchange to open for trading during its regular trading session or (ii) a Trading Halt. “Trading Halt” means the occurrence or existence prior to 1:00 p.m. (New York City time) on any scheduled trading day for the Shares for more than one 45 minute period in the aggregate during regular trading hours of any suspension of trading (by reason of movements in price exceeding limits permitted by The New York Stock Exchange or otherwise) in the Shares.
Hedge Unwind Period. “Daily Cash Settlement Amount” and “Daily Share Settlement Amount” has the meaning assigned to such term in Exhibit A hereto.
Hedge Unwind Period means the ___ Scheduled Trading Day period commencing on and including _________, subject to Section 3(d) of this Agreement and the Base Capped Call Confirmation.
Hedge Unwind Period means the period of consecutive Scheduled Trading Days from, but excluding, [Insert Pricing Date] through, and including, the final Hedge Unwind Date.]
Hedge Unwind Period means the [ • ] Scheduled Trading Day period commencing on and including [Insert the day after of this Agreement]. Notwithstanding anything to the contrary in this Agreement, if (i) any Scheduled Trading Day during the Hedge Unwind Period is a Disrupted Day or (ii) the Calculation Agent determines, in its reasonable discretion, that on any Scheduled Trading Day during the Hedge Unwind Period an extension of the Hedge Unwind Period is reasonably necessary or advisable to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions in the cash market or to enable Dealer or its affiliate or agent to effect transactions of Shares in connection with its hedge unwind or settlement activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer and, in the case of policies or procedures, so long as such policies or procedures are consistently applied to transactions similar to the Capped Call Transactions), then (x) if such Scheduled Trading Day is an Exchange Business Day, the Daily VWAP Price (as defined in this Annex B) corresponding to such Scheduled Trading Day shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange, as determined by the Calculation Agent in a commercially reasonable manner based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day as determined by the Calculation Agent in a commercially reasonable manner and (y) the number of Scheduled Trading Days, the Cash Settlement Amount, the Average VWAP Price (as defined in this Annex B) and the Daily VWAP Prices related to the Hedge Unwind Period shall be adjusted by the Calculation Agent in a commercially reasonable manner to account for such disruption and/or extension. In its capacity as Calculation Agent, Dealer acknowledges that as of the date hereof, based on current market conditions and other assumptions related to expected market activity during the Hedge Unwind Period, the Calculation Agent does not expect to extend the Hedge Unwind Period; provided, however, that this acknowledgment shall not be construed so as to limit or alter the Calculation Agent’s rights under this paragraph. The parties acknowledge that...