Determination of Exchange Date Amounts Sample Clauses

Determination of Exchange Date Amounts. To calculate, on the Exchange Date, the number of Shares (or, if the Seller elects the Cash Settlement Alternative under the Contract, the amount in cash) required to be delivered by the Seller under Section 1.1 of the Contract or, if a Reorganization Event shall have occurred, the amount of cash required to be delivered by the Seller, and the number of Marketable Securities permitted to be delivered by the Seller in lieu of all or a portion of such cash, all as provided in Section 6.2 of the Contract; and to furnish Notice of the amounts so determined to the Collateral Agent and the Seller;
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Determination of Exchange Date Amounts. To calculate, on the Exchange Date, the number of Shares (or, if the Seller elects the Cash Settlement Alternative, the amount in cash) required to be delivered by the Seller under Section 1.1 of the Contract or, if a Reorganization Event shall have occurred, the amount of cash required to be delivered by the Seller, and the number of Marketable Securities permitted to be delivered by the Seller in lieu of all or a portion of such cash, all as provided in Section 6.2 of the Contract, and to furnish notice of the amounts so determined to the Collateral Agent and the Seller;
Sample 1
Determination of Exchange Date Amounts. To calculate, on the Exchange Date, the number of ADSs required to be delivered by each Seller under Section 1.1 of each Contract or, if a Reorganization Event shall have occurred, the amount of cash required to be delivered by each Seller, and the number of shares of Marketable Common Stock permitted to be delivered by each Seller in lieu of all or a portion of such cash, all as provided in Section 6.2 of each Contract; and to furnish notice of the amounts so determined to the Collateral Agent and each Seller;
Sample 1
Determination of Exchange Date Amounts. To calculate, on the Exchange Date, the number of Shares required to be delivered by each of the Sellers under Section 1.1 of the Contracts or, if a Reorganization Event shall have occurred, the amount of cash required to be delivered by the Sellers, and the number of Marketable Securities permitted to be delivered by the Sellers in lieu of all or a portion of such cash, all as provided in Section 6.2 of the Contracts, and to furnish notice of the amounts so determined to the Collateral Agent and the Sellers; provided that the Trustees are authorized, in their sole discretion, to permit any one or more Sellers to satisfy all or any portion of its or their respective obligations under the Contracts by making a cash payment (in immediately available funds) to the Trust
Sample 1
Determination of Exchange Date Amounts. To calculate, on the Exchange Date, the number of Shares required to be delivered by each of the Sellers under Section 1.1 of the Contracts or, if a Reorganization Event shall have occurred, the amount of cash and the number of Marketable Securities required to be delivered by the Sellers, all as provided in Section 6.2 of the Contracts, and to furnish notice of the amounts so determined to the Collateral Agent and the Sellers;
Sample 1

Related to Determination of Exchange Date Amounts

  • Determination of Amounts Whenever a Priority Debt Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Out Obligations (or the existence of any commitment to extend credit that would constitute First-Out Obligations), or Second-Out Obligations, or the existence of any Lien securing any such obligations, or the Shared Collateral subject to any such Lien, it may request that such information be furnished to it in writing by the other Priority Debt Representative and shall be entitled to make such determination on the basis of the information so furnished; provided, however, that if a Priority Debt Representative shall fail or refuse reasonably promptly to provide the requested information, the requesting Priority Debt Representative shall be entitled to make any such determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Priority Debt Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower or any of their subsidiaries, any Priority Secured Party or any other Person as a result of such determination.

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Termination of Exchange Fund Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock for six months after the Effective Time shall be delivered to Parent, upon demand, and any holder of Company Common Stock who has not theretofore complied with this Article II shall thereafter look only to Parent for payment of its claim for Merger Consideration.

  • Determination of Amount Outstanding On each Quarterly Date and, in addition, promptly upon the receipt by the Administrative Agent of a Currency Valuation Notice (as defined below), the Administrative Agent shall determine the aggregate Revolving Multicurrency Credit Exposure. For the purpose of this determination, the outstanding principal amount of any Loan that is denominated in any Foreign Currency shall be deemed to be the Dollar Equivalent of the amount in the Foreign Currency of such Loan, determined as of such Quarterly Date or, in the case of a Currency Valuation Notice received by the Administrative Agent prior to 11:00 a.m., New York City time, on a Business Day, on such Business Day or, in the case of a Currency Valuation Notice otherwise received, on the first Business Day after such Currency Valuation Notice is received. Upon making such determination, the Administrative Agent shall promptly notify the Multicurrency Lenders and the Borrower thereof.

  • Determination of Dollar Amounts The Administrative Agent will determine the Dollar Amount of:

  • Determination of Excise Tax Liability Unless the Company and the Executive otherwise agree in writing, the Company will select a professional services firm (the “Firm”) to make all determinations required under this Section 6, which determinations will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6, the Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive will furnish to the Firm such information and documents as the Firm reasonably may request in order to make determinations under this Section 6. The Company will bear the costs and make all payments for the Firm’s services in connection with any calculations contemplated by this Section 6. The Company will have no liability to the Executive for the determinations of the Firm.

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Calculation of Amounts Binding Effect of Interpretations and Actions of Master Servicer...............................

  • Adjustment of Exchange Rate The Exchange Rate shall be adjusted from time to time by the Company as follows:

  • Actual Settlement Date Accounting With respect to any sale or purchase transaction that is not posted to the Account on the contractual settlement date as referred to in Section 2.5, Bank shall post the transaction on the date on which the cash or Financial Assets received as consideration for the transaction is actually received by Bank.

Time is Money Join Law Insider Premium to draft better contracts faster.