Gross Share Settlement Sample Clauses

Gross Share Settlement. (a) The Companies may elect, in their sole discretion, to settle all or any portion of the then outstanding Notional Shares by delivering Paired Shares in exchange for such number of Notional Shares (a "Gross Share Settlement"). The Companies may effect a Gross Share Settlement by delivering a written notice (the "Gross Settlement Notice") to MLI indicating the date of such Gross Share Settlement and the number of then outstanding Notional Shares subject to such Gross Share Settlement; provided that such notice must be accompanied by a notice pursuant to Section 3.1 to effect settlement of all Paired Shares delivered pursuant to this Section 3.3(a). To effect a Gross Share Settlement, MLI Shall deliver to the Companies the number of Notional Shares subject to such Gross Share Settlement ("Gross Settlement Shares") against delivery by the Companies to MLI of a number of Paired Shares equal to the product of (i) the number of Gross Settlement Shares and (ii) the quotient obtained by dividing (A) the Reference Price by (B) the Closing Price, in each case, on the Reset Date for such Gross Settlement Shares. The deliveries set forth in the immediately preceding sentence shall be made on the Exchange Trading Day immediately following the date on which the Gross Settlement Notice is delivered. All Paired Shares delivered to the Companies by MLI as part of a Gross Share Settlement shall be immediately retired and shall cease to be issued and outstanding Paired Shares.
Sample 1
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Gross Share Settlement. If a Xxx Xxxxxx Business Employee or former employee of the Xxx Xxxxxx Business, in each case who was employed by any Transferred Entity at the time of grant of a Buyer Deductible Seller Equity Award has not elected net share settlement to satisfy tax withholding as set forth in (B) above (or otherwise incurs a tax liability, such as FICA taxation, imposed upon vesting of a Seller Equity Award that is deferred compensation without regard to whether such vesting results in the inclusion of an amount in gross income), Seller will (i) collect such withholding amount from such employee in a manner approved by Seller and will remit cash, as soon as practicable following exercise, conversion or other settlement of such award but in no event later than the next applicable regular or special payroll date, to Buyer in the amount of any tax withholding obligations that arise in connection with such exercise, conversion or other settlement (which amount shall in no event be less than the statutorily required amounts) and (ii) deliver to Buyer on a timely basis (i.e., giving Buyer a reasonable amount of time to fulfill any reporting obligations) any information regarding such event that Buyer is obligated to report to the IRS in connection therewith.
Sample 1Sample 2
Gross Share Settlement. To the extent that an Employee who was employed by any member of the MSCI Group at the time of grant has not elected net share tax settlement to satisfy tax withholding as set forth in (ii) above, Mxxxxx Sxxxxxx will collect such withholding amount from such Employee in a manner approved by Mxxxxx Sxxxxxx and will remit cash, on a monthly basis, to MSCI in the amount of any tax withholding obligations that arise in connection with the vesting, exercise or conversion of such awards in the preceding month. Mxxxxx Sxxxxxx will deliver to MSCI on a timely basis any information regarding such events that MSCI is obligated to report to the IRS arising in connection therewith.
Sample 1
Gross Share Settlement. With respect to any Xxxxxx Xxxxxxx Equity Award granted to a Company Employee, to the extent such employee has not elected net share settlement to satisfy Tax withholding as set forth in clause (A) above, Parent will, or will cause one of its Affiliates to, collect an amount equal to the amount of any Tax withholding obligations that arise in connection with the exercise, conversion, payment, vesting, or other settlement of such awards from such employee in a manner approved by Parent and remit cash, in arrears and on a monthly basis, to Buyer in an amount equal to the amounts so collected by Parent or one of its Affiliates in connection with the exercise, conversion, payment, vesting or other settlement of such award in the preceding month. Parent will, or will cause one of its Affiliates to, deliver to Buyer on a timely basis any information regarding such events that any Group Company is obligated to report to the U.S. Internal Revenue Service and/or state and local government authorities arising in connection therewith. Parent shall, or shall cause one of its Affiliates to, deliver the shares upon exercise, conversion, payment, vesting, or other settlement of any such Xxxxxx Xxxxxxx Equity Award in accordance with the terms of the award.
Sample 1

Related to Gross Share Settlement

  • Net Share Settlement If Net Share Settlement is applicable to any Option exercised or deemed exercised hereunder, Dealer will deliver to Counterparty, on the relevant Settlement Date for each such Option, a number of Shares (the “Net Share Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for each such Option, of (i) (a) the Daily Option Value for such Valid Day, divided by (b) the Relevant Price on such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period; provided that in no event shall the Net Share Settlement Amount for any Option exceed a number of Shares equal to the Applicable Limit for such Option divided by the Applicable Limit Price on the Settlement Date for such Option. Dealer will pay cash in lieu of delivering any fractional Shares to be delivered with respect to any Net Share Settlement Amount valued at the Relevant Price for the last Valid Day of the Settlement Averaging Period.

  • Cashless Settlement Option:   o Post-Closing Settlement Option To convert 100% of the outstanding principal amount of Existing Term Loans held by such Lender (or such lesser amount allocated to such Lender by the Administrative Agent) into New Term Loans in a like principal amount. To have 100% of the outstanding principal amount of Existing Term Loans held by such Lender prepaid on the Amendment No. 2 Effective Date and to agree to purchase from the Fronting Lenders pursuant to one or more Assignment and Assumptions New Term Loans in the principal amount of such Existing Term Loans (or such lesser amount allocated to such Lender by the Administrative Agent) on or immediately after the Amendment No. 2 Effective Date. GoldenTree Loan Opportunities VII, Ltd as a Term Lender By: GoldenTree Asset Management, L.P. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title:

  • Cashless Settlement Option ☒ ( to convert 100% of the outstanding principal amount of the Original Term Loans held by such Original Term Loan Lender (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger) into Term B Loans in a like principal amount. Post-Closing Settlement Option ☐ to have 100% of the outstanding principal amount of the Original Tenn Loans held by such Original Term Loan Lender prepaid on the First Refinancing Amendment Effective Date and purchase by assignment the principal amount of Term B Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the First Refinancing Amendment Arranger). UFC Holdings, LLC

  • Cashless Settlement Notwithstanding anything to the contrary contained in this Agreement, any Lender may exchange, continue or rollover all or a portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

  • Cash Settlement If Cash Settlement is applicable to any Option exercised or deemed exercised hereunder, in lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each such Option, an amount of cash (the “Cash Settlement Amount”) equal to the sum, for each Valid Day during the Settlement Averaging Period for such Option, of (i) the Daily Option Value for such Valid Day, divided by (ii) the number of Valid Days in the Settlement Averaging Period.

  • CASH SETTLEMENT OPTION The undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and having 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender repaid on the Fourth Amendment Effective Date and to purchase by assignment Tranche B Term Loans in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to allocate Tranche B Term Loans to such Existing Term Lender or to allocate less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans in Tranche B Term Loans. Anchorage Capital CLO 9, Ltd. By: Anchorage Capital Group, L.L.C., its Collateral Manager By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Authorized Signatory If a second signature is necessary: By: Name: Title: Name of Fund Manager (if any): Anchorage Capital Group, L.L.C. Exhibit A [Form of Lender Signature Page to Amendment] The undersigned, a Lender holding Original Initial Term Loans (“you”), hereby consents to the Fourth Amendment to that certain First Lien Credit Agreement, dated as of August 20, 2015 (as amended, amended and restated, supplemented or otherwise modified prior to the date hereof, including by an Increase Supplement dated as of November 30, 2015, by the First Amendment to First Lien Credit Agreement dated as of November 30, 2015, by an Increase Supplement dated as of October 5, 2016, by the Second Amendment to First Lien Credit Agreement dated as of October 5, 2016, by an Increase Supplement dated as of January, 31, 2017 and by the Third Amendment to First Lien Credit Agreement dated as of January, 31, 2017, the “Existing First Lien Credit Agreement”), among LBM BORROWER, LLC, a Delaware limited liability company (the “Borrower”), LBM MIDCO, LLC, a Delaware limited liability company (“Holding”), the Lenders party hereto and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”) and the Lenders party thereto, which is proposed to be dated on or around August, 14 2017 and to be entered into among the Borrower, Holding, the several banks and financial institutions parties thereto as Lenders and the Administrative Agent (the “Amendment”) and to the attachment of this Existing Term Lender Signature Page to the Amendment. Capitalized terms used and not otherwise defined herein shall have the respective meanings given to such terms in the Amendment or the Existing First Lien Credit Agreement, as applicable. If you are an Existing Term Lender, you, if and only if you indicate below, hereby irrevocably and unconditionally approve of, and consent to, the Amendment, and to the attachment of this Lender Signature Page to the Amendment, and hereby agree that all parties to the Amendment are express third party beneficiaries of this Existing Term Lender Signature Page to the Amendment and hereby further agree as follows: [Check ONLY ONE of the two boxes below] x CASHLESS ROLLOVER OPTION Each undersigned Existing Term Lender hereby irrevocably and unconditionally approves of, and consents to, the Amendment and the exchange (on a cashless basis) of 100% of the outstanding principal amount of the Original Initial Term Loans held by such Existing Term Lender for a Tranche B Term Loan in a like principal amount. By choosing this option, each undersigned Existing Term Lender hereby (i) acknowledges and agrees that the Administrative Agent may, in its sole discretion, elect not to exchange any amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans or to exchange (on a cashless basis) less than 100% of the principal amount of such Existing Term Lender’s Original Initial Term Loans for Tranche B Term Loans, in which case the difference between the current principal amount of such Existing Term Lender’s Original Initial Term Loans and the allocated principal amount of Tranche B Term Loans will be prepaid on, and subject to the occurrence of, the Fourth Amendment Effective Date and (ii) agrees to the terms of the “Cashless Roll Letter” posted on or around the date hereof to each Existing Term Lender and shall be a party to such “Cashless Roll Letter”, and be bound thereby, for all purposes hereof and thereof.

  • Net Cash Settlement Notwithstanding anything herein to the contrary, in no event will the Holder hereof be entitled to receive a net-cash settlement as liquidated damages in lieu of physical settlement in shares of Common Stock, regardless of whether the Common Stock underlying this Warrant is registered pursuant to an effective registration statement; provided, however, that the foregoing will not preclude the Holder from seeking other remedies at law or equity for breaches by the Company of its registration obligations hereunder.

  • Vesting; Settlement The RSUs shall become vested in accordance with the schedule set forth on the Award Notice. The Company shall deliver to the Participant one share of Common Stock for each RSU (as adjusted under the Plan) which becomes vested in a given calendar year, pursuant to Section 12, below, and such vested RSU shall be cancelled upon such delivery.

  • Full Settlement The Company's obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus in each case interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code").

  • Cashless Settlement Mechanism Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all or the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent and such Lender.

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