Pricing Date Notice definition

Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice as soon as practicable after, and on the same day as, the closing of the Business Combination occurs. Seller: Seller
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Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares (if any) purchased by Seller, whether or not such purchases have been settled, with further notice to be provided by Seller to Counterparty upon settlement of such purchases. Dilutive Offering Reset To the extent the Counterparty or the Target sells, enters any agreement to sell or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Shares or any securities of the Counterparty or the Target or any of their respective subsidiaries which would entitle the holder thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares, at an effective price per share less than the then existing Reset Price then the Reset Price shall be modified to equal such reduced price. Reset Price The Reset Price shall be adjusted on the last scheduled trading day of each month (each a “Reset Date”) commencing on the first calendar month following the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, (b) $10.00 and (c) the VWAP Price of the Shares of the last ten (10) Trading Days of the prior calendar month, but not lower than $5.00; provided that the Reset Price may be further reduced pursuant to a Dilutive Offering Reset. Seller: Seller. Buyer: Counterparty.
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Pricing Date Notice. Seller shall deliver to Xxxxxx and TopCo a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares purchased by Seller, whether or not such purchases have been settled, with further notice to be provided by Seller to Athena and TopCo upon settlement of such purchases.
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Examples of Pricing Date Notice in a sentence

  • Counterparty is not on the Trade Date and agrees and covenants on behalf of itself and Target that it and Target will not be on any date Seller is purchasing shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M.

  • Counterparty is not on the Trade Date and agrees and covenants that it will not be on any date Seller is purchasing shares that may be included in a Pricing Date Notice, engaged or engaging in a distribution, as such term is used in Regulation M under the Exchange Act, of any securities of Counterparty, other than a distribution meeting the requirements of the exception set forth in Rules 101(b)(10) and 102(b)(7) of Regulation M.

  • The purchase of any additional Subscribed Shares as provided for by the Forward Purchase Agreement shall occur subsequently to the Closing Date following the delivery of a Pricing Date Notice.

  • The number of Shares purchased by Seller from third parties (other than Counterparty) through a broker in the open market (other than through Counterparty); provided that Seller shall have irrevocably waived all redemption rights with respect to such Shares as provided below in the section captioned “Transactions by Seller in the Shares.” Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice.

  • All provisions contained in the Confirmation govern this Pricing Date Notice except as expressly modified below.

  • The purpose of this Pricing Date Notice is to confirm certain terms and conditions of the Transaction entered into between Seller and Counterparty pursuant to the Confirmation.

  • Certain terms of the Transaction shall be as set forth in this Confirmation, with additional terms as set forth in a Pricing Date Notice (the “Pricing Date Notice”) in the form of Schedule A hereto.

  • Seller shall specify the number of Recycled Shares (the “Number of Recycled Shares”) in the initial Pricing Date Notice.

  • The sum of (a) the number of Recycled Shares and (b) the number of Additional Shares, as specified in the Pricing Date Notice, but in no event more than the Maximum Number of Shares.

  • The Seller will purchase Additional Shares from the Counterparty at any date prior to the Valuation Date at the Initial Price, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares subject to 9.9% ownership limitations which may be waived by Seller at its sole discretion; provided that such number of Additional Shares that may be purchased from the Counterparty shall not exceed (x) the Maximum Number of Shares, minus (y) the Recycled Shares.


More Definitions of Pricing Date Notice

Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares purchased by Seller, whether or not such purchases have been settled, with further written notice to be provided by Seller to Counterparty upon settlement of such purchases. The Pricing Date Notice shall be delivered by the Seller to the Counterparty on or prior to the closing of the Business Combination.
Sample 1
Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. Seller: Seller. Buyer: Counterparty, to be renamed SHF Holdings, Inc. after the closing of the Business Combination. Shares: Prior to the closing of the Business Combination, the Class A Common Stock, $0.0001 par value per share, of Northern Lights Acquisition Corp., a Delaware corporation (Ticker: “NLIT”) and, after the closing of the Business Combination, the shares of Class A Common Stock, $0.0001 par value per share, of SHF Holdings, Inc. (the “Issuer”)
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Pricing Date Notice as defined in the Confirmation correctly set forth the number of “Recycled Shares” and “Additional Shares”; (iii) whether Calidi owes additional payment(s) to [*****] pursuant to the Supplemental Funding Agreements; and (iv) whether conditions precedent for shares purchased by [*****] to be considered Recycled Shares, Backstop Investor Shares, and Share Consideration Shares existed, were met, or were not met (the “Dispute”).
Sample 1
Pricing Date Notice. Seller shall deliver to Counterparty a Pricing Date Notice no later than one (1) Exchange Business Day following the closing of the Business Combination. The Pricing Date Notice shall include the Number of Shares purchased by Seller, whether or not such purchases have been settled, with further notice to be provided by Seller to Counterparty upon settlement of such purchases. Seller: Seller. Buyer: Counterparty, which term shall also refer to the post-Business Combination company. Shares: Prior to the closing of the Business Combination, the Class A ordinary shares, par value $0.0001 per share, of Founder SPAC, a Cayman Island exempted company (Ticker: “FOUN”) and, after the closing of the Business Combination, the shares of Class A Common Stock, $0.0001 par value per share, of Rubicon Technologies, Inc. (the “Issuer”).
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Related to Pricing Date Notice

  • Payment Date Report has the meaning assigned to such term in Section 8.07(b).

  • Pricing Date means, for any fiscal quarter of Holdings ending on or after December 31, 2021, the date on which the Administrative Agent is in receipt of Holdings’ most recent financial statements (and, in the case of the year-end financial statements, audit report) and compliance certificate for the fiscal quarter then ended, pursuant to Section 6.1. The Applicable Margin shall be established based on the Consolidated Total Net Leverage Ratio for the most recently completed fiscal quarter and the Applicable Margin established on a Pricing Date shall remain in effect until the next Pricing Date. If Holdings has not delivered its financial statements and compliance certificate by the date such financial statements (and, in the case of the year-end financial statements, audit report) and compliance certificate are required to be delivered under Section 6.1, at the request of the Required Lenders, until such financial statements and audit report, as applicable, and compliance certificate are delivered, the Applicable Margin shall be the highest Applicable Margin (i.e., Level I above). If Holdings subsequently delivers such financial statements and compliance certificate before the next Pricing Date, the Applicable Margin established by such late delivered financial statements and compliance certificate shall take effect from the date of delivery until the next Pricing Date. In all other circumstances, the Applicable Margin established by such financial statements and compliance certificate shall be in effect from the Pricing Date that occurs immediately after the end of the fiscal quarter covered by such financial statements until the next Pricing Date. Each determination of the Applicable Margin made by the Administrative Agent in accordance with the foregoing shall be conclusive and binding on the Borrower and the Lenders absent manifest error. Notwithstanding the foregoing, if, as a result of any restatement of or other adjustment to the financial statements of Holdings and its Subsidiaries or for any reason, the Administrative Agent reasonably determines that (a) the Consolidated Total Net Leverage Ratio as calculated on any Pricing Date was inaccurate and (b) a proper calculation of the Consolidated Total Net Leverage Ratio would have resulted in a higher Applicable Margin for any period than the Applicable Margin applied for such period, then the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent for the benefit of the Lenders, promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period.

  • Class A-4 Final Scheduled Payment Date means the June 16, 2025 Payment Date.

  • Class A-1 Final Scheduled Payment Date means the Payment Date occurring in August 2024.

  • Expected Amortization Schedule means, with respect to any Tranche, the expected amortization schedule related thereto set forth in the Series Supplement.

  • Class A-2 Final Scheduled Payment Date means the Payment Date occurring in February 2020.

  • Class A-3 Final Scheduled Payment Date means the Payment Date occurring in April 2027.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit G-1.

  • Class C Final Scheduled Payment Date means the Payment Date occurring in December 2024.

  • Final Scheduled Payment Date means the Class A-1 Final Scheduled Payment Date, the Class A-2a Final Scheduled Payment Date, the Class A-2b Final Scheduled Payment Date, the Class A-3 Final Scheduled Payment Date, the Class A-4 Final Scheduled Payment Date or the Class B Final Scheduled Payment Date, as the context requires.

  • Class B Final Scheduled Payment Date means the Payment Date occurring in June 2021.

  • Pricing Certificate means a certificate in the form of Exhibit C, properly completed and signed by a Senior Officer or his or her designated representative of Borrower.

  • Payment Date Statement means a report prepared by the Administrator setting forth certain information relating to the Reference Pool, the Notes, the Reference Tranches and the hypothetical structure described in the Offering Memorandum, which will be in such form as is required under the Offering Memorandum and otherwise as agreed upon between the Administrator and the Indenture Trustee.

  • Amortization Schedule means, with respect to each Equipment Note, the amortization schedule for such Equipment Note delivered pursuant to Section 2.02 of the Trust Indenture.

  • Class D Final Scheduled Payment Date means the Payment Date occurring in April 2021.

  • Certificate Notional Amount With respect to any Interest Only Certificate, as of any date of determination, the then notional principal amount on which such Certificate accrues interest, equal to the product of (a) the then Certificate Factor for the Class of Interest Only Certificates to which such Certificate belongs, multiplied by (b) the amount specified on the face of such Certificate as the initial Certificate Notional Amount thereof.

  • Final Acceptance Certificate “– shall mean ISR's issuance of a signed Final Acceptance Certificate in the form attached hereto as Appendix D.

  • Certificate Notional Balance With respect to each Certificate of Class X and any date of determination, the product of (i) the Class Certificate Notional Balance of such Class and (ii) the applicable Percentage Interest of such Certificate.

  • Monthly Investor Report has the meaning stated in Section 3.5(a) of the Sale and Servicing Agreement.

  • Draw Down Pricing Period means, with respect to each Draw Down, a period of eight (8) consecutive Trading Days beginning on the first Trading Day specified in a Draw Down Notice.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Addition Notice With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of the Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form attached hereto as Exhibit P.

  • Collection Notice means a notice, in substantially the form of Annex A to Exhibit VI, from the Agent to a Collection Bank.

  • Class A-1 Final Scheduled Distribution Date means the Distribution Date.