Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable
Appears in 1 contract
Sources: Fixed Dollar Accelerated Share Repurchase Transaction (Anika Therapeutics, Inc.)
Additional Disruption Events. Change 7.1 If any Additional Disruption Event is specified in Law: Applicable; provided that the applicable Final Terms to be applicable to the Securities, and such Additional Disruption Event occurs, the Issuer, in its sole and absolute discretion, may:
(i) require the Calculation Agent to determine, in its sole and absolute discretion, the adjustment, if any, to be made to any determination one or more of the terms of the Securities, including without limitation, any variable or term relevant to the settlement or payment under the Securities, as the Calculation Agent determines appropriate to whether account for the Additional Disruption Event and determine the effective date of that adjustment; or
(Aii) redeem the adoption Securities by giving notice to Holders in accordance with General Note Condition 14 or General Instrument Condition 18, as the case may be. If the Securities are so redeemed, the Issuer will pay to each Holder, in respect of or each Security held by such Holder, an amount equal to the fair market value of the Security taking into account the Additional Disruption Event, adjusted to account fully for any change in reasonable expenses and costs of the Issuer and/or its Affiliates of unwinding any applicable law or regulation underlying and/or related hedging and funding arrangements (including, for the avoidance of doubt and without limitation, any equity options, equity swaps, or other securities of any type whatsoever hedging the Issuer’s obligations under the Securities (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change unless otherwise provided in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authorityFinal Terms)), all as determined by the Calculation Agent in each case, constitutes good faith and in a “Change commercially reasonable manner. Payments will be made in Law” such manner as shall be made without regard notified to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision Holders in any legislation enactedaccordance with General Note Condition 14, or rule or regulation promulgatedGeneral Instrument Condition 18, as the case may be; or
(iii) if the applicable Final Terms provide that “Share Substitution” is applicable upon the occurrence of an Additional Disruption Event, then on or after the Trade Daterelevant Additional Disruption Event, the Calculation Agent may adjust the Share Basket to include a share selected by it (the “Substitute Shares”) in place of the Shares (the “Affected Share(s)”) which are affected by such Additional Disruption Event and such Substitute Shares will be deemed “Shares” and their issuer a “Share Issuer” for the purposes of the Shares, respectively, and (ii) Section 12.9(a)(ii) the Calculation Agent may make such adjustment to any one or more of the Equity Definitions is hereby amended by replacing terms of the parenthetical beginning after the word “regulation” in the second line thereof the words “(includingSecurities, for the avoidance of doubt and including without limitation, any variable or term relevant to the settlement or payment under the Securities, as the Calculation Agent determines appropriate, and/or any of the other terms of these Share Linked Conditions and/or the applicable Final Terms as the Calculation Agent, in its sole and absolute discretion, determines appropriate. In this regard:
(xa) any tax law or (y) adoption or promulgation such substitution and the relevant adjustment to the terms of new regulations authorized or mandated by existing statute)”. Failure the Securities will be deemed to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost be effective as of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration the date selected by the Issuer Calculation Agent (the “Substitution Date”), in its absolute discretion, and specified in the notice referred to in paragraph 7.2 below;
(b) the weighting of each Substitute Share in the relevant basket will be equal to the weighting of the relevant Affected Share, unless otherwise determined by the Calculation Agent in its sole and absolute discretion;
(c) in order to be selected as a Substitute Share, any Extraordinary Dividendrelevant share must be a share which, in the ex-dividend date for which occurs sole and absolute discretion of the Calculation Agent:
(I) is not already the Share or is scheduled to occur during comprised in the Relevant Dividend PeriodShare Basket, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder case may be;
(II) belongs to a similar economic sector as the Affected Transactions. Non-Reliance: Applicable Agreements Share; and
(III) is of comparable market capitalization, international standing, and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicableexposure as the Affected Share.
Appears in 1 contract
Additional Disruption Events. Change 7.1 If any Additional Disruption Event is specified in Law: Applicable; provided that the Final Terms to be applicable to the Securities, and such Additional Disruption Event occurs, the Issuer, in its sole and absolute discretion, may:
(i) require the Calculation Agent to determine, in its sole and absolute discretion, the appropriate adjustment, if any, to be made to any determination of the terms of these Terms and Conditions and/or the applicable Final Terms to account for the Additional Disruption Event and determine the effective date of that adjustment; or
(ii) redeem the Securities in whole but not in part by giving notice to Holders in accordance with General Note Condition 14 or General Instrument Condition 18, as the case may be. If the Securities are so redeemed, the Issuer will pay to whether (A) each Holder, in respect of each Security held by such Holder, an amount equal to the adoption fair market value of or an Security taking into account the Additional Disruption Event, adjusted to account fully for any change in reasonable expenses and costs of the Issuer and/or its Affiliates of unwinding any applicable law or regulation underlying and/or related hedging and funding arrangements (including, for the avoidance of doubt and without limitation, any equity options, equity swaps, or other securities of any type whatsoever hedging the Issuer’s obligations under the Securities (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change unless otherwise provided in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authorityFinal Terms)), all as determined by the Calculation Agent in each case, constitutes good faith and in a “Change commercially reasonable manner. Payments will be made in Law” such manner as shall be made without regard notified to Section 739 the Holders in accordance with General Note Condition 14 or General Instrument Condition 18, as the case may be.
7.2 Upon the occurrence of an applicable Additional Disruption Event, the Issuer shall give notice, as soon as practicable, to the Holders in accordance with General Note Condition 14 or General Instrument Condition 18, as the case may be, stating the occurrence of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Disruption Event, with Counterparty as giving details thereof and the sole Affected Party and all Transactions hereunder as the Affected Transactions. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicableaction proposed to be taken in relation thereto.
Appears in 1 contract
Additional Disruption Events. Change 8.1 If any Additional Disruption Event is specified in Law: Applicable; provided that the applicable Final Terms to be applicable to the Notes, and such Additional Disruption Event occurs, the Issuer, in its sole and absolute discretion, may:
(i) require the Calculation Agent to determine, in its sole and absolute discretion, the adjustment, if any, to be made to any determination as to whether (A) one or more of the adoption terms of or any change in any applicable law or regulation (includingthe Notes, for the avoidance of doubt and including without limitation, any variable or term relevant to the settlement or payment under the Notes, as the Calculation Agent determines appropriate to account for the Additional Disruption Event and determine the effective date of that adjustment; or
(xii) any tax law or (y) adoption or promulgation of new regulations authorized or mandated redeem the Notes by existing statute) or (B) giving notice to Noteholders in accordance with Condition 14, as the promulgation of or any change in case may be. If the interpretation by any courtNotes are so redeemed, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority)the Issuer will pay to each Noteholder, in respect of each caseNote held by such Noteholder, constitutes a “Change an amount equal to the Early Redemption Amount of such Note. Payments will be made in Law” such manner as shall be made without regard notified to Section 739 the Noteholders in accordance with Condition 14, as the case may be; or
(iii) if the applicable Final Terms provide that “Share Substitution” is applicable upon the occurrence of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enactedan Additional Disruption Event, or rule or regulation promulgated, then on or after the Trade Daterelevant Additional Disruption Event, the Calculation Agent may adjust the Share Basket to include a share selected by it (the “Substitute Shares”) in place of the Shares (the “Affected Share(s)”) which are affected by such Additional Disruption Event and such Substitute Shares will be deemed “Shares” and their issuer a “Share Issuer” for the purposes of the Shares, respectively, and (ii) Section 12.9(a)(ii) the Calculation Agent may make such adjustment to any one or more of the Equity Definitions is hereby amended by replacing terms of the parenthetical beginning after the word “regulation” in the second line thereof the words “(includingNotes, for the avoidance of doubt and including without limitation, any variable or term relevant to the settlement or payment under the Notes, as the Calculation Agent determines appropriate, and/or any of the other terms of these Share Linked Conditions and/or the applicable Final Terms as the Calculation Agent, in its sole and absolute discretion, determines appropriate. In this regard:
(xa) any tax law or (y) adoption or promulgation such substitution and the relevant adjustment to the terms of new regulations authorized or mandated by existing statute)”. Failure the Notes will be deemed to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost be effective as of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration the date selected by the Issuer Calculation Agent (the “Substitution Date”), in its absolute discretion, and specified in the notice referred to in paragraph 8.2 below;
(b) the weighting of each Substitute Share in the relevant basket will be equal to the weighting of the relevant Affected Share, unless otherwise determined by the Calculation Agent in its sole and absolute discretion;
(c) in order to be selected as a Substitute Share, any Extraordinary Dividendrelevant share must be a share which, in the ex-dividend date for which occurs sole and absolute discretion of the Calculation Agent:
(I) is not already the Affected Share or is scheduled to occur during comprised in the Relevant Dividend PeriodShare Basket, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder case may be;
(II) belongs to a similar economic sector as the Affected Transactions. Non-Reliance: Applicable Agreements Share; and
(III) is of comparable market capitalization, international standing, and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicableexposure as the Affected Share.
Appears in 1 contract
Additional Disruption Events. Change 8.1 If any Additional Disruption Event is specified in Law: Applicable; provided that the applicable Final Terms to be applicable to the Notes, and such Additional Disruption Event occurs, the Issuer, in its sole and absolute discretion, may:
(i) require the Calculation Agent to determine, in its sole and absolute discretion, the adjustment, if any, to be made to any determination as to whether (A) one or more of the adoption terms of or any change in any applicable law or regulation (includingthe Notes, for the avoidance of doubt and including without limitation, any variable or term relevant to the settlement or payment under the Notes, as the Calculation Agent determines appropriate to account for the Additional Disruption Event and determine the effective date of that adjustment; or
(xii) any tax law or (y) adoption or promulgation of new regulations authorized or mandated redeem the Notes by existing statute) or (B) giving notice to Noteholders in accordance with Condition 14, as the promulgation of or any change in case may be. If the interpretation by any courtNotes are so redeemed, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority)the Issuer will pay to each Noteholder, in respect of each caseNote held by such Noteholder, constitutes a “Change an amount equal to the Early Redemption Amount of such Note. Payments will be made in Law” such manner as shall be made without regard notified to Section 739 the Noteholders in accordance with Condition 14, as the case may be; or
(iii) if the applicable Final Terms provide that “Share Substitution” is applicable upon the occurrence of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enactedan Additional Disruption Event, or rule or regulation promulgated, then on or after the Trade Daterelevant Additional Disruption Event, the Calculation Agent may adjust the Share Basket to include a share selected by it (the “Substitute Shares”) in place of the Shares (the “Affected Share(s)”) which are affected by such Additional Disruption Event and such Substitute Shares will be deemed “Shares” and their issuer a “Share Issuer” for the purposes of the Shares, respectively, and (ii) Section 12.9(a)(ii) the Calculation Agent may make such adjustment to any one or more of the Equity Definitions is hereby amended by replacing terms of the parenthetical beginning after the word “regulation” in the second line thereof the words “(includingNotes, for the avoidance of doubt and including without limitation, any variable or term relevant to the settlement or payment under the Notes, as the Calculation Agent determines appropriate, and/or any of the other terms of these Share Linked Conditions and/or the applicable Final Terms as the Calculation Agent, in its sole and absolute discretion, determines appropriate. In this regard:
(xa) any tax law or (y) adoption or promulgation such substitution and the relevant adjustment to the terms of new regulations authorized or mandated by existing statute)”. Failure the Notes will be deemed to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost be effective as of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration the date selected by the Issuer Calculation Agent (the “Substitution Date”), in its absolute discretion, and specified in the notice referred to in paragraph 8.2 below;
(b) the weighting of each Substitute Share in the relevant basket will be equal to the weighting of the relevant Affected Share, unless otherwise determined by the Calculation Agent in its sole and absolute discretion;
(c) in order to be selected as a Substitute Share, any Extraordinary Dividendrelevant share must be a share which, in the ex-dividend date for which occurs sole and absolute discretion of the Calculation Agent:
(I) is not already the Affected Share or is scheduled to occur during comprised in the Relevant Dividend PeriodShare Basket, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder case may be;
(II) belongs to a similar economic sector as the Affected Transactions. Non-Reliance: Applicable Agreements Share; and
(III) is of comparable market capitalization, international standing, and Acknowledgements Regarding Hedging Activities: Applicable exposure as the Affected Share.
8.2 Upon the occurrence of an Additional Acknowledgments: ApplicableDisruption Event, the Issuer shall give notice as soon as practicable, to the Noteholders in accordance with Condition 14, as the case may be, stating the occurrence of the Additional Disruption Event, giving details thereof and the action proposed to be taken in relation thereto.
Appears in 1 contract
Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (ASection 12.9(a)(ii) of the adoption Equity Definitions is hereby amended by replacing the phrase “the interpretation” in the third line thereof with the phrase “or public announcement of the formal or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitationinformal interpretation”, (xii) any tax law or Dealer shall not exercise its rights under Section 12.9(b)(i) of the Equity Definitions with respect to a Change in Law referred to in clause (yY) adoption or promulgation of new regulations authorized or mandated by existing statuteSection 12.9(a)(ii) or (B) of the promulgation Equity Definitions except to the extent it is exercising its right to terminate transactions as a result of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” event with respect to other similarly situated customers, and (iii) Dealer shall not exercise its rights under Section 12.9(b)(i) of the Equity Definitions or under Paragraph 6(b) hereof with respect to a Change in Law without giving Counterparty prior written notice of the same and a reasonable opportunity to cause a transfer and assignment of Dealer’s rights and obligations in respect of this Transaction to another dealer for which the relevant circumstances do not exist, and Dealer agrees to consummate such a transfer and assignment at Counterparty’s request, provided that any such transfer and assignment shall be made without regard at the fair market value of this Transaction and shall be contingent upon the payment by Counterparty to Dealer of a transfer fee equal to the product of 25 basis points (0.25%), the then current Forward Price and the then current Number of Shares. The parties agree that, for the avoidance of doubt, for purposes of Section 739 12.9(a)(ii) of the Equity Definitions, “any applicable law or regulation” shall include the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or 2010, any rules and regulations promulgated thereunder and any similar legal certainty provision law or regulation (collectively, the “Wall Street Act”), and the consequences specified in Section 12.9(b)(i) of the Equity Definitions shall apply to any legislation enactedChange in Law arising from any such act, or rule or regulation promulgatedregulation. The parties hereby agree that any additional capital charges or other regulatory capital requirements imposed in connection with the Wall Street Act, on or after if applicable to this Transaction, may constitute “a materially increased cost in performing its obligations under such Transaction” for purposes of Section 12.9(a)(ii)(Y) of the Trade Date, and (ii) Equity Definitions. Failure to Deliver: Not Applicable Insolvency Filing: Applicable. Section 12.9(a)(ii12.9(b)(i) of the Equity Definitions is hereby amended by replacing adding the parenthetical beginning after following sentence at the word end: “regulationIf neither party elects to terminate the Transaction, the Calculation Agent may adjust the terms of the Transaction upon the occurrence of such an event pursuant to Modified Calculation Agent Adjustment (as if such event were a Tender Offer).” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable Maximum As set forth under “Acceleration Events - Stock Loan RateBorrow Event” below. Borrow Cost: 100 bps The cost to borrow the relevant Shares that would be incurred by a third party market participant borrowing such Shares, as determined by the Calculation Agent on the relevant date of determination. Such costs shall include (a) the spread below FED-FUNDS that would be earned on collateral posted in connection with such borrowed Shares, net of any costs or fees, and (b) any stock loan borrow fee that would be payable for such Shares, expressed as fixed rate per annum. Increased Cost of Stock Borrow: Applicable Applicable; provided that (a) Section 12.9(a)(viii) of the Equity Definitions shall be amended by deleting “rate to borrow Shares” and replacing it with “Borrow Cost” and (b) Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in its entirety, (iii) replacing “either party” in the penultimate sentence with “the Hedging Party”, and (iv) replacing the word “rate” in clauses (X) and (Y) of the final sentence therein with the words “Borrow Cost”. Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicablebasis points.
Appears in 1 contract
Sources: Share Forward Transaction (Capital One Financial Corp)
Additional Disruption Events. Change in Law: Applicable; provided that (iA) any determination as to whether (Ai) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statutelaw) or (Bii) the promulgation of or any change in or public announcement of the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, ; and (iiB) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after words “the word interpretation” with the words “regulationor public announcement of any formal or informal interpretation” in the second third line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”thereof. Failure to Deliver: Applicable Insolvency Filing: Applicable if Dealer is required to deliver Shares hereunder; otherwise, Not Applicable. Hedging Disruption: Not Applicable Increased Cost of Hedging: Not Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Applicable; provided that Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) deleting clause (C) of the second sentence thereof and (ii) deleting the third, fourth and fifth sentences thereof. For the avoidance of doubt, upon the announcement of any event that, if consummated, would result in a Merger Event or Tender Offer, the term “rate to borrow Shares” as used in Section 12.9(a)(viii) of the Equity Definitions shall include any cost borne or amount payable by the Hedging Party in respect of maintaining or reestablishing its hedge position, including, but not limited to, any assessment or other amount payable by the Hedging Party to a lender of Shares in respect of any merger or tender offer premium, as applicable. Initial Stock Loan Rate: 25 bps Determining Partybasis points per annum Loss of Stock Borrow: For all applicable events, MSCO Applicable; provided that Section 12.9(b)(iv) of the Equity Definitions shall be amended by (i) deleting clause (A) of the first sentence thereof in its entirety and (ii) deleting the words “neither the Non-Hedging Party nor the Lending Party lends Shares in the amount of the Hedging Shares or” in the second sentence thereof. Maximum Stock Loan Rate: 200 basis points per annum Hedging Party: For all applicable eventsAdditional Disruption Events, MSCO Additional Termination Event(s): The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: ApplicableDealer.
Appears in 1 contract
Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected Transactions. Relevant Dividend Period: The period from, and including, the Trade Date for the Transaction to, and including, the third Scheduled Trading Day following the Scheduled Valuation Date for the Transaction. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable
Appears in 1 contract
Sources: Fixed Dollar Accelerated Share Repurchase Transaction (Anika Therapeutics, Inc.)
Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the parenthetical beginning after phrase “the interpretation” in the third line thereof with the phrase “or public announcement of the formal or informal interpretation”, (ii) immediately following the word “regulationTransaction” in clause (X) thereof, adding the second line phrase “in the manner contemplated by the Hedging Party on the Trade Date”, (iii) replacing the word “Shares” with “Hedge Positions” in clause (X) thereof and (iv) inserting the words parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. In connection with Section 739 of the Wall Street Transparency and Accountability Act of 2010 (“WSTAA”), the parties hereby agree that neither the enactment of WSTAA or any regulation under the WSTAA, nor any requirement under WSTAA or an amendment made by WSTAA, shall limit or otherwise impair either party’s otherwise applicable rights to terminate, renegotiate, modify, amend or supplement this Confirmation or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased costs, regulatory change or similar event under this Confirmation, the Equity Definitions incorporated herein, or the Agreement (including, but not limited to, rights arising from Change in Law, Hedging Disruption, Loss of Stock Borrow, Increased Cost of Hedging, Increased Cost of Stock Borrow or Illegality (as defined in the Agreement)). Failure to Deliver: Applicable Not Applicable. Insolvency Filing: Applicable Applicable. Hedging Disruption: Applicable Applicable. Increased Cost of Hedging: Applicable Applicable. Loss of Stock Borrow: Applicable Applicable. Maximum Stock Loan Rate: 100 bps 200 basis points per annum. Increased Cost of Stock Borrow: Applicable Applicable. Initial Stock Loan Rate: 25 bps 0 basis points per annum. Hedging Party: For all applicable Additional Disruption Events, Deutsche. Determining Party: For all applicable eventsAdditional Disruption Events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty as the sole Affected Party and all Transactions hereunder as the Affected TransactionsDeutsche. Non-Reliance: Applicable Applicable. Agreements and Acknowledgements Acknowledgments Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable.
Appears in 1 contract
Additional Disruption Events. Change in Law: Applicable; provided that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 739 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act of 2010 or any similar legal certainty provision in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, and (ii) Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the parenthetical beginning after the word “regulation” in the second line thereof the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Insolvency Filing: Applicable Hedging Disruption: Applicable Increased Cost of Hedging: Applicable Loss of Stock Borrow: Applicable Maximum Stock Loan Rate: 100 bps Increased Cost of Stock Borrow: Applicable Initial Stock Loan Rate: 25 bps Determining Party: For all applicable events, MSCO Hedging Party: For all applicable events, MSCO Additional Termination Event(s): The declaration by the Issuer of any Extraordinary Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period, will constitute an Additional Termination Event, with Counterparty Issuer as the sole Affected Party and all Transactions hereunder as the Affected Transactions. Relevant Dividend Period: The period from, and including, the Trade Date for the Transaction to, and including, the third Scheduled Trading Day following the Scheduled Valuation Date for the Transaction. Non-Reliance: Applicable Agreements and Acknowledgements Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable
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Sources: Confirmation of Transaction (Anika Therapeutics, Inc.)