Common use of Share Termination Unit Price Clause in Contracts

Share Termination Unit Price. The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation; provided that to the extent the Share Termination Delivery Unit consists of one Share (subject to “Consequences of Merger Events / Tender Offers” above), the value of such Share will be equal to the average of the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page COUP <equity> AQR (or its equivalent successor if such page is not available) over a period of time determined by the Calculation Agent to be reasonably necessary to establish or unwind a commercially reasonable hedge position. Share Termination Delivery Unit: One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. If such Naturalization, Insolvency, or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: Applicable

Appears in 2 contracts

Sources: Additional Call Option Transaction (Coupa Software Inc), Base Call Option Transaction (Coupa Software Inc)

Share Termination Unit Price. The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation; provided that to the extent the Share Termination Delivery Unit consists of one Share (subject to “Consequences of Merger Events / Tender Offers” above), the value of such Share will be equal to the average of the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page COUP BKD <equity> AQR (or its equivalent successor if such page is not available) over a period of time determined by the Calculation Agent to be reasonably necessary to establish or unwind a commercially reasonable hedge position. Share Termination Delivery Unit: One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. If such Naturalization, Insolvency, or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: Applicable

Appears in 2 contracts

Sources: Base Call Option Transaction (Brookdale Senior Living Inc.), Additional Call Option Transaction (Brookdale Senior Living Inc.)

Share Termination Unit Price. The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation; provided that to the extent the Share Termination Delivery Unit consists of one Share (subject to “Consequences of Merger Events / Tender Offers” above), the value of such Share will be equal to the average of the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page COUP MIDD <equity> AQR (or its equivalent successor if such page is not available) over a period of time determined by the Calculation Agent to be reasonably necessary to establish or unwind a commercially reasonable hedge position. Share Termination Delivery Unit: One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. If such Naturalization, Insolvency, or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: Applicable

Appears in 1 contract

Sources: Call Option Transaction (Middleby Corp)

Share Termination Unit Price. The value of property contained in one Share Termination Delivery Unit, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation; provided that to the extent the Share Termination Delivery Unit consists of one Share (subject to “Consequences of Merger Events / Tender Offers” above), the value of such Share will be equal to the average of the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page COUP <equity> AQR (or its equivalent successor if such page is not available) over a period of time determined by the Calculation Agent to be reasonably necessary to establish or unwind a commercially reasonable hedge position. Share Termination Delivery Unit: One Share or, if the Shares have changed into cash or any other property or the right to receive cash or any other property as the result of a Nationalization, Insolvency or Merger Event (any such cash or other property, the “Exchange Property”), a unit consisting of the type and amount of such Exchange Property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Nationalization, Insolvency or Merger Event, as determined by the Calculation Agent. If such Naturalization, Insolvency, or Merger Event involves a choice of Exchange Property to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. Failure to Deliver: ApplicableApplicable Other applicable provisions: If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9 and 9.11 (as modified above) of the Equity Definitions and the provisions set forth opposite the caption “Representation and Agreement” in Section 2 will be applicable, except that all references in such provisions to “Physically-settled” shall be read as references to “Share

Appears in 1 contract

Sources: Call Option Transaction (Coupa Software Inc)