Private Placement Settlement definition

Private Placement Settlement has the meaning set forth in Section III(b).
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Private Placement Settlement has the meaning specified in Section V(b).
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Private Placement Settlement has the meaning set forth in Section 5.08.
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Examples of Private Placement Settlement in a sentence

  • If the Private Placement Settlement or the Registration Settlement shall not be effected as set forth in clauses (i) or (ii) of Annex A, as applicable, then failure to effect such Private Placement Settlement or such Registration Settlement shall constitute an Event of Default with respect to which Counterparty shall be the Defaulting Party.

  • If the Private Placement Settlement or the Registration Settlement shall not be effected as set forth in clauses (i) or (ii), as applicable, then failure to effect such Private Placement Settlement or such Registration Settlement shall constitute an Event of Default with respect to which Company shall be the Defaulting Party.

  • Dealer acknowledges and agrees that, except in the case of a Private Placement Settlement, Dealer shall use any Shares delivered by Counterparty to Dealer on any Settlement Date to return to securities lenders to close out borrowings created by Dealer in connection with its hedging activities related to exposure under the Transactions or otherwise in compliance with applicable law.

  • If Dealer, in its sole reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply.

  • The Calculation Agent shall make commercially reasonable adjustments to settlement terms and provisions under this Confirmation to reflect a single Private Placement Settlement or Registration Settlement for such aggregate Restricted Shares delivered hereunder.

  • The Calculation Agent shall make reasonable adjustments to settlement terms and provisions under this Confirmation to reflect a single Private Placement Settlement or Registration Settlement for such aggregate Restricted Shares delivered hereunder.

  • Counterparty shall promptly notify Dealer of the occurrence of any of the Share Issuance Events (including the number of Shares subject to clause (A), (B) or (C) and the corresponding number of Shares to be delivered) and, as promptly as reasonably practicable after such Share Issuance Event (or, if later, on the Settlement Date or the date of any Private Placement Settlement for which there are Deficit Shares), deliver such Shares.

  • The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer.

  • The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Party A, due diligence rights (for Party A or any designated buyer of the Restricted Shares by Party A), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Party A.

  • The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Dealer.


More Definitions of Private Placement Settlement

Private Placement Settlement means a private placement transaction of Common Stock or the securities constituting Alternative Termination Delivery Units, as the case may be, effected pursuant to Section 4(2) of the Securities Act, in connection with the settlement of the Company’s obligations contemplated by Section VI or X(d) and (e), on terms satisfactory to both the Company and GS&Co., and including customary documentation furnished and undertakings effected in connection with such offering, consisting, among other things, of (i) a private placement agreement customary for private placements of equity securities, (ii) due diligence rights (for GS&Co. or any designated buyer), and (iii) disclosure and other legal opinions and certificates and such other documentation as is customary for private placements agreements.
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Private Placement Settlement has the meaning set forth in Section III(b). “Private Securities” has the meaning set forth in Annex B hereto. “Prospectus” has the meaning specified in Annex A hereto. “Purchase Date” has the meaning specified in Section II(a). “Purchase Price” has the meaning specified in Section II(a). “Refund Shares” has the meaning specified in Section III(a). “Registered Settlement” has the meaning set forth in Section III(b). “Registration Statement” has the meaning specified in Annex A hereto. “Regulation M” means Regulation M under the Exchange Act. “Remaining Share Amount” for any Trading Day equals (i) the Number of Initial Shares, minus (ii) the cumulative number of shares of Common Stock that Citigroup has repurchased to cover its short position in respect of this Transaction. For the avoidance of doubt, such shares shall be considered repurchased by Citigroup as of the Trading Day on which such transactions settle. “Repurchase Procedures” has the meaning specified in Section IV(b). “Rule 10b-18” means Rule 10b-18 under the Exchange Act. “SEC” has the meaning specified in Annex A hereto. “Securities Act” means the Securities Act of 1933, as amended. “Settlement Amount” means (a) the Purchase Price minus (b) the product of (i) the Number of Initial Shares and (ii) the Settlement Price, minus (c) the Dividend Amount hereunder. “Settlement Date” means the fourth Trading Day immediately following the last day of the Pricing Period. “Settlement Price” means the average price per share of Common Stock paid by Citigroup to purchase the Number of Initial Shares during the Pricing Period. “Share Cap” means, as of any date of determination, two (2) times the Number of Initial Shares minus the number of shares of Common Stock delivered by the Company to Citigroup on or prior to such date hereunder (in each case subject to adjustment pursuant to Section VI(b) and VIII). “Trading Day” means any day (i) other than a Saturday, a Sunday or a Disrupted Day, and (ii) on which the Exchange is open for trading during its regular trading session, notwithstanding the Exchange closing prior to its scheduled closing time. “Transaction” means the transaction contemplated by this Letter Agreement. 3
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Related to Private Placement Settlement

  • ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532);

  • securities settlement system means a securities settlement system (as defined in the CSD Regulation) operated by a central securities depository;

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • First Settlement Date means the date set forth in footnote 3 under "Summary of Essential Financial Information" in the Prospectus Part I for a Trust.

  • Subscription Settlement Date means the second Valuation Date after the Subscription Trade Date, provided that such Valuation Date is not a Disrupted Day and that such Valuation Date is both a Currency Business Day and a Clearing System Business Day.

  • Combination Settlement shall have the meaning specified in Section 14.02(a).

  • Private Placement Agreement has the meaning set forth in Annex A hereto.

  • Purchase Contract Settlement Date means ________________________, ____.]

  • 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.

  • Mandatory Settlement Date means the earliest of:

  • Call Settlement Date means the fifth Business Day following the last Index Business Day in the Call Measurement Period.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998 by the state and leading United States tobacco product manufacturers;

  • Default Settlement Method means Combination Settlement with a Specified Dollar Amount of $1,000 per $1,000 principal amount of Notes; provided, however, that the Company may, from time to time, change the Default Settlement Method by sending notice of the new Default Settlement Method to the Holders, the Trustee and the Conversion Agent.

  • Cash Settlement shall have the meaning specified in Section 14.02(a).

  • Remarketing Settlement Date means the date of the settlement of any Successful Remarketing, which will be three Business Days after such Remarketing.