Capped Call Transaction definition

Capped Call Transaction means the capped call transactions evidenced by the Capped Call Documentation.
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Capped Call Transaction. In connection with the pricing of the Notes, the Issuer has entered into a capped call transaction with Barclays Bank PLC, an affiliate of Barclays Capital Inc., as the hedge counterparty. The capped call transaction is expected generally to reduce the potential dilution upon conversion of the Notes and/or reduce the Issuer’s exposure to potential cash payments that may be required to be made by the Issuer upon conversion of the Notes. The strike price of the capped call transaction will initially correspond to the conversion price of the Notes, and is subject to certain adjustments under the terms of such capped call transaction. The cap price of the capped call transaction will initially be approximately $11.91, which represents a premium of approximately 40% over the Last Reported Sale Price, and is also subject to certain adjustments under the terms of such capped call transaction. Considerations: The following the Notes ” appearing in the Preliminary Prospectus The notes will be treated as issued with original issue discount, or OID, for U.S. federal income tax purposes if (as expected) the stated redemption price at maturity of the notes exceeds their issue price, subject to a statutory de minimis exception. If the notes are issued with OID, U.S. holders will be required to include such OID in their gross income for U.S. federal income tax purposes as it accrues, regardless of their method of accounting. U.S. holders should be aware that the amount of interest (including OID) that a holder is required to include in gross income for each year for U.S. federal income tax purposes will exceed the amount of cash interest that is received by the holder during each such year. Special rules will apply to a holder that is not a U.S. person for U.S. federal income tax purposes.
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Capped Call Transaction means any capped call option purchased by the Borrower (or substantively equivalent derivative transaction, including the utilization of one or more call options supplemented by net-share settled warrants sold by the Borrower) relating to the Borrower’s common stock in connection with the issuance of any Convertible Debt and settled in common stock of the Borrower, cash or a combination thereof, and cash in lieu of fractional shares of common stock; provided that the aggregate purchase price for such Capped Call Transaction(s) does not exceed the net proceeds received by Borrower from the issuance of such Convertible Debt. Cash Collateralize shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, as collateral for the Letter of Credit Obligations, cash or deposit account balances pursuant to documentation reasonably satisfactory to the Administrative Agent and the Issuing Lender (which documents are hereby consented to by the Lenders). Such cash collateral shall be maintained in blocked, non-interest bearing (unless otherwise agreed by the Administrative Agent in its sole discretion) deposit account(s) at the Administrative Agent.
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Examples of Capped Call Transaction in a sentence

  • The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (x) Number of Shares for the Transaction and (y) the “Number of Shares” as defined in the Base Convertible Capped Call Transaction Confirmation and the denominator of which is the number of Shares outstanding on such day.

  • The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the Applicable Percentage of the sum of (x) the Number of Shares for the Transaction and (y) the “Number of Shares” as defined in the Base Capped Call Transaction Confirmation and the denominator of which is the number of Shares outstanding on such day.

  • The particular Transaction to which this Confirmation relates shall have the following terms: Trade Date: [ ] Effective Date: The closing date of the [initial issuance of the Convertible Notes]1 [issuance of the Convertible Notes that are Option Securities (as defined in the Underwriting Agreement)].2 Premium: [USD[ ]]3 [An amount in USD equal to the product of (x) the Number of Units and (y) USD[ ].]4 1 Insert for Base Capped Call Transaction.

  • The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (x) the Number of Shares for the Transaction and (y) the “Number of Shares” as defined in the Base Capped Call Transaction Confirmation and the denominator of which is the number of Shares outstanding on such day.

  • By: Name: Title: [Signature Page to Capped Call Unwind Agreement] By: Name: Title: [Signature Page to Capped Call Unwind Agreement] For each Component of the [Base][Additional] Capped Call Transaction, the Number of Options and Expiration Date is set forth below.

  • Notwithstanding anything to the contrary in the Capped Call Confirmations, Company and Dealer agree that, effective on the date hereof and following the partial termination contemplated hereby, the Number of Options remaining outstanding under the Additional Capped Call Transaction shall be reduced to 27,500, and in connection therewith Dealer shall be required to pay to Company the Cash Settlement Amount on the Payment Date pursuant to Sections 3 and 4 below.

  • For the Additional Capped Call Transaction: The number of Additional Securities in denominations of USD 1,000 principal amount purchased by the Initial Purchasers (as defined in the Purchase Agreement), at their option pursuant to the Purchase Agreement Option Entitlement: A number equal to the product of the Applicable Percentage and [ ]8.

  • Convertible Securities surrendered for conversion on any date prior to September 27, 2018 that are not “Excluded Convertible Securities” under, and as defined in, the Base Convertible Capped Call Transaction Confirmation.

  • The Company hereby grants permission to Parent and its Representatives to, at any time, initiate and engage in discussions and negotiations with each counterparty to any Capped Call Transaction regarding the settlement of such Capped Call Transaction at or promptly following the Effective Time and the terms of such settlement, provided that the Company and its counsel will, to the extent reasonably practicable, have a reasonable opportunity to participate in such discussions and negotiations.

  • Upon receipt of any such Repayment Notice, Dealer shall designate an 13 Include for Additional Capped Call Transaction.


More Definitions of Capped Call Transaction

Capped Call Transaction means either (i) the Base Capped Call Transaction confirmation (Reference Number 9▇▇▇▇▇▇▇▇), dated as of November 8, 2010, between the Hedge Counterparty and the Company, or (ii) the Additional Capped Call Transaction confirmation (Reference Number 9▇▇▇▇▇▇▇▇), dated as of November 10, 2010, between such parties
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Related to Capped Call Transaction

  • Overall Transaction means all the transactions contemplated by the Operative Documents.

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

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • Recurring Transaction means a regular payment collected from your Card by an originator, in line with your instruction.