Relevant Convertible Notes definition

Relevant Convertible Notes. Whether any Convertible Notes will be Relevant Convertible Notes hereunder or under the [Additional Capped Call Transaction dated as of the date hereof (the “Additional Capped Call Transaction”)]7 [Base Capped Call Transaction dated as of the date hereof (the “Base Capped Call Transaction”)],8 shall be determined as follows: Convertible Notes that are converted pursuant to the Indenture shall be allocated as Relevant Convertible Notes first to [this Transaction until all Units hereunder]9 [the Base Capped Call Transaction until all Units thereunder]10 are exercised or terminated, and then to [the Additional Capped Call Transaction]11 [this Transaction].12 Indenture: The Indenture to be dated as of [ ] by and between Counterparty and [ ], as trustee, and the other parties thereto 5 Insert for Base Capped Call Transaction. 6 Insert for Additional Capped Call Transaction. 7 Insert for Base Capped Call Transaction. 8 Insert for Additional Capped Call Transaction. 9 Insert for Base Capped Call Transaction. 10 Insert for Additional Capped Call Transaction. 11 Insert for Base Capped Call Transaction. 12 Insert for Additional Capped Call Transaction. pursuant to which the Convertible Notes are to be issued. For the avoidance of doubt, references herein to sections of the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the Indenture are changed, added or renumbered following execution of this Confirmation but prior to the execution of the Indenture, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties.
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Relevant Convertible Notes. As set forth in the Confirmation for such Transaction Free Convertibility Date: As set forth in the Confirmation for such Transaction Exchange in Lieu of Conversion Provision: As set forth in the Confirmation for such Transaction Expiration Time: The Valuation Time Expiration Date: As set forth in the Confirmation for such Transaction Multiple Exercise: With respect to any Designated Repurchase Units, not applicable, and with respect to all other Units, applicable, as provided above under “Required Exercise on Conversion Dates”. Minimum Number of Units: With respect to any Designated Repurchase Units, not applicable, and with respect to all other ▇▇▇▇▇, ▇ (zero). Maximum Number of Units: With respect to any Designated Repurchase Units, not applicable, and with respect to all other Units, the Number of Units. Integral Multiple: Not Applicable
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Relevant Convertible Notes. For any Conversion Date, a number of Convertible Notes equal to the lesser of (i) the number of Convertible Notes in denominations of USD 1,000 principal amount submitted for conversion on such Conversion Date in accordance with the terms of the Indenture and (ii) the Number of Options as of such Conversion Date determined without giving effect to the exercise of any Options on such Conversion Date.
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Examples of Relevant Convertible Notes in a sentence

  • Reasonably promptly following the occurrence of any Adjustment Event Counterparty shall notify the Calculation Agent of such Adjustment Event; and once the adjustments to be made to the terms of the Indenture and the Relevant Convertible Notes in respect of such Adjustment Event have been determined, Counterparty shall immediately notify the Calculation Agent in writing of the details of such adjustments.

  • Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act (as defined below) and the rules and regulations thereunder, in respect of any election of a settlement method with respect to the Relevant Convertible Notes.

  • Counterparty agrees that it shall settle any Relevant Convertible Notes with a Conversion Date occurring during the Final Conversion Period in the same manner as provided in the Notice of Convertible Note Settlement Method it provides or is deemed to have provided hereunder.

  • Subject to the delivery of a Notice of Exercise and, to the extent applicable, a Notice of Settlement Method, to Bank, the date Shares and/or cash are required to be delivered with respect to the Relevant Convertible Notes under the terms of the Indenture.

  • Upon receipt of any such notice, Bank shall designate an Exchange Business Day as an Early Termination Date (such day to occur as close as practicable, in Bank’s commercially reasonable judgment, to the settlement date of the Relevant Convertible Notes), with respect to the portion of the Transaction corresponding to number of such Exercisable Options so specified.

  • Notwithstanding anything to the contrary in the Equity Definitions, means that Counterparty has elected to deliver only Shares to satisfy the Conversion Obligation (as defined in the Supplemental Indenture) in connection with the conversion of the Relevant Convertible Notes.

  • Counterparty acknowledges and agrees that it shall settle any Relevant Convertible Notes in the same manner as provided in the Notice of Final Settlement Method it provides or is deemed to have provided hereunder.

  • Exercisable Options: In respect of each Conversion Date, a number of Options equal to the number of Relevant Convertible Notes in denominations of USD 1,000 principal amount surrendered for conversion on such Conversion Date in accordance with the terms of the Indenture, subject to “Notice of Exercise” below, but no greater than the Number of Options.

  • For the purposes of determining whether any Convertible Notes will be Relevant Convertible Notes hereunder or under the Base Bond Hedge Transaction Confirmation, Convertible Notes that are converted pursuant to the Indenture shall be allocated first to the Base Bond Hedge Transaction Confirmation until all Options thereunder are exercised or terminated.

  • Notwithstanding anything to the contrary in the Equity Definitions, means that Counterparty has elected to deliver only Shares to satisfy the Conversion Obligation (as defined in the Indenture) in connection with the conversion of the Relevant Convertible Notes.


More Definitions of Relevant Convertible Notes

Relevant Convertible Notes. For any Conversion Date, a number of Convertible Notes equal to (i) the number of Convertible Notes in denominations of USD 1,000 principal amount submitted for conversion on such Conversion Date in accordance with the terms of the Indenture, minus (ii) the number of “Relevant Convertible Notes” (as defined in the Convertible Bond Hedge Transaction Confirmation dated April 29, 2009 between Bank and Counterparty (the “Initial Convertible Bond Hedge Confirmation”)) for such Conversion Date, if any; provided that if such number is less than zero, the number of Relevant Convertible Notes for such Conversion Date shall be zero.
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Relevant Convertible Notes. As set forth in the Confirmation for such Transaction Free Convertibility Date: As set forth in the Confirmation for such Transaction Exchange in Lieu of Conversion Provision: As set forth in the Confirmation for such Transaction Expiration Time: The Valuation Time Expiration Date: As set forth in the Confirmation for such Transaction Multiple Exercise: With respect to any Designated Repurchase Units, not applicable, and with respect to all other Units, applicable, as provided above under “Required Exercise on Conversion Dates”.
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Relevant Convertible Notes means Convertible Notes with respect to the exercise of any Options that, according to the relevant Notice of Exercise for such Options, were converted in connection with a “Make Whole Fundamental Change” (as defined in the Indenture) pursuant to Section 14.03 of the Indenture and for which additional Shares will be added to the “Conversion Rate” (as defined in the Indenture) pursuant to Section 14.03 of the Indenture. “Relevant Conversion Unwind Date” shall mean, for any Relevant Convertible Notes, the settlement date for the conversion of such Relevant Convertible Notes. “Synthetic Instrument Adjusted Issue Price” shall mean, for each Relevant Convertible Note, the amount per USD 1,000 principal amount of Relevant Convertible Notes determined by the Calculation Agent by reference to the table set forth below based on the Relevant Conversion Unwind Date. If the Relevant Conversion Unwind Date is not listed below, the amount in the preceding sentence shall be determined by the Calculation Agent by reference to the table below using a linear interpolation between the lower and higher Synthetic Instrument Adjusted Issue Prices for the Relevant Conversion Unwind Dates immediately preceding and immediately following the Relevant Conversion Unwind Date.
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Related to Relevant Convertible Notes

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • Convertible Notes means indebtedness of the Company that is optionally convertible into Capital Stock of the Company (and/or cash based on the value of such Capital Stock) and/or indebtedness of a Subsidiary of the Company that is optionally exchangeable for Capital Stock of the Company (and/or cash based on the value of such Capital Stock).

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).