Equity Clawback. 10 Euroclear............................................................10
Equity Clawback. Notwithstanding Section 2.1(d), Borrowers shall be permitted to prepay up to 25% of the aggregate principal amount of the outstanding Term Loans with Net Cash Proceeds of any public offering of Equity Interests at a prepayment premium equal to 12.0% of the principal amount being prepaid (the “Equity Claw Premium”).
Equity Clawback. Upon settlement or adjudication of any claim for indemnification brought by Purchaser against Seller and/or Xxxxxxxxxx pursuant to this Section 5 (a “Indemnity Claim Determination”), Purchaser may elect, in its sole discretion, to have all or any portion of such Losses (the “Elected Amount of Losses”) satisfied through a cancellation of such number of Shares held by Seller or Xxxxxxxxxx equal to the quotient obtained by dividing (i) the Elected Amount of Losses, by (ii) the Relevant Share Price. The rights of Purchaser pursuant to this Section 5.3 shall be exercised by providing written notice to Purchaser’s transfer agent, Seller and Xxxxxxxxxx and without any action required on the part of Seller or Xxxxxxxxxx. For purposes of this Section 5.3, each of Seller and Xxxxxxxxxx hereby irrevocably constitutes and appoints Purchaser, with full power of substitution and resubstitution, as its/his true and lawful attorney to transfer Shares subject to this Section 5.3 on the books of Purchaser.
Equity Clawback. On or prior to May 1, 2002, the Company may redeem up to 35% of the aggregate principal amount of Notes originally issued at a redemption price of 111.50% of the principal amount thereof, together with accrued and unpaid interest to the date of redemption. Exhibit A-1 FORM OF OPINION OF COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(a)(i)
Equity Clawback. Upon settlement or final adjudication (including all available appeals) of any claim for indemnification brought by Coeptis against Deverra pursuant to this Section 6 (an “Indemnity Claim Determination”), any such Losses may, in the sole discretion of Coeptis, and shall in the case of claims made pursuant to Section 6.3(a)(i), be satisfied through a cancellation of up to 1,000,000 shares of Coeptis common stock then held by Xxxxxxx (such number, the “Clawback Shares”) as is equal to the quotient obtained by dividing (i) the amount of Losses, by (ii) (a) $1.12 per share if Coeptis’ shares of common stock are not listed on a national securities exchange (e.g., Nasdaq) as at the time of the Indemnity Claim Determination or (b) if Coeptis’ shares of common stock are listed on a national securities exchange (e.g., Nasdaq) as at the time of the Indemnity Claim Determination, the average of the volume weighted average price (based on a trading day from 9:30 a.m. to 4:00 p.m. New York City time) on such national securities exchange for such shares of common stock (as reported by Bloomberg Financial LP using the AQR function) for each of the thirty (30) consecutive trading days ending on and including the third trading day immediately preceding the date of the receipt by Xxxxxxx of the applicable Clawback Notice. The rights of clawback pursuant to this Section 6.4.3 shall be exercised by Coeptis providing written notice (the “Clawback Notice”) to Coeptis’ transfer agent and Xxxxxxx and without any action required on the part of Xxxxxxx. Deverra hereby agrees not to, during the period commencing from the Closing and ending on, (i) with respect to fifty percent (50%) of the Clawback Shares, the six (6) month anniversary of the Closing Date and (ii) with respect to the remaining fifty percent (50%) of the Clawback Shares, the Expiration Date: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any such Clawback Shares, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Clawback Shares, or (C) publicly disclose the intention to do any of the foregoing. For purposes of and subject to the terms and conditions of this Section 6.4.3, Deverra hereby irrevoc...
Equity Clawback. Prior to April 1, 2015, up to 35% at 106.375% plus accrued and unpaid interest Make-whole: Make-whole call at T+50 bps prior to April 1, 2017 Optional redemption: On and after April 1, 2017, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest: Year Percentage 2017 103.188 % 2018 102.125 % 2019 101.063 % 2020 and thereafter 100.000 % Change of control: Putable at 101% of principal plus accrued and unpaid interest Trade date: Xxxxx 0, 0000 Xxxxxxxxxx: T+ 7; March 19, 2012 It is expected that delivery of the Notes will be made against payment therefor on or about March 19, 2012, which is the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding three business days will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or the next three business days should consult their own advisors. CUSIP: 22282E AE2 ISIN: US22282EAE23 Denominations/Multiple: $2,000 x $1,000 Ratings (Xxxxx’x/S&P/Fitch): [Intentionally Omitted] Joint Book-Running Managers: Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Xxxxx, Pierce, Fenner, & Xxxxx Incorporated Barclays Capital Inc. Credit Agricole Securities (USA) Inc. X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. Senior Co-Managers: HSBC Securities (USA) Inc. Mitsubishi UFJ Securities (USA), Inc. RBS Securities Inc. TD Securities (USA) LLC Co-Managers: Avondale Partners, LLC Wedbush Securities Inc. Xxxxxxxxxx Securities, Inc.
Equity Clawback. 35 Section 3.8. Limitations. ................................................ 36
Equity Clawback. At any time, or from time to time, on or prior to July 31, 2006 the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under this Indenture at a redemption price of 106.875% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that:
Equity Clawback. Prior to November 1, 2020, we may on one or more occasions redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds of certain equity offerings, at a price equal to 109.75% of the aggregate principal amount of the notes plus accrued and unpaid interest.
