Hedging Period Sample Clauses

Hedging Period. On each Trading Day beginning on the first Trading Day immediately following the Initial Settlement Date and ending on the Hedging Completion Date, an affiliate of the Seller shall effect, for the account of the Seller, purchases of shares of Common Stock to establish Seller’s initial position to hedge the Seller’s price and market risk in connection with this Transaction (the period of consecutive Trading Days on which such purchases for this Transaction are effected being collectively referred to as the “Hedging Period” for this Transaction).
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Hedging Period. (a) On each Trading Day beginning on the first Trading Day immediately following the Trade Date and ending on the Hedging Completion Date, an affiliate of the Seller shall effect, for the account of the Seller, purchases of shares of Common Stock in a commercially reasonable manner to establish the Seller’s initial position to hedge the Seller’s price and market risk in connection with this Transaction (the period of consecutive Trading Days on which such purchases for this Transaction are effected being collectively referred to as the “Hedging Period” for this Transaction). (b) At the conclusion of the Hedging Period, based on the amounts and prices at which an affiliate of the Seller effects purchases of shares of Common Stock in a commercially reasonable manner during the Hedging Period to establish the Seller’s initial hedge position in connection with this Transaction, the Calculation Agent shall determine the Hedging Price, the Discount, the Upside Threshold and the Minimum Delivery Number for this Transaction. (c) On the first Business Day immediately following the Hedging Completion Date, in addition to satisfying its obligations under Section 3.01(a), the Seller shall deliver to the Purchaser a hedging completion notice, substantially in the form of Exhibit C attached hereto, setting forth the Hedging Price, the Discount, the Upside Threshold, the Minimum Delivery Number and the expected first day of the Averaging Period for this Transaction and, upon request, data in reasonable detail relevant to the determination of such amounts.
Sample 1
Hedging Period. During the period (the “Hedging Period”) commencing on the Trade Date and ending upon a date (the “Cut-Off Date”) that is the earliest to occur of (x) any date on which Counterparty notifies Deutsche that Counterparty has come into possession of material non-public information regarding the Issuer and (y) the Exchange Business Day on which Deutsche completes the sale of the full Number of Shares (such earliest date, the “Last Hedging Date”), Deutsche will make a good faith effort to sell in connection with this Transaction the full Number of Shares as provided below. Promptly following the Last Hedging Date, Deutsche shall provide written notice (a “Final Pricing Notice”) to Counterparty, substantially in the form of Exhibit A, specifying the Effective Date, the Number of Shares, the Leg-In Price, the Forward Floor Price and the Forward Cap Price. If Deutsche does not sell the full Number of Shares in connection with this Transaction by the 4:00 p.m. close of trading on the Exchange on the Cut-Off Date, Deutsche shall notify Counterparty in the Final Pricing Notice that the Number of Shares shall be reduced to such number as Deutsche has sold in accordance with this paragraph. Deutsche’s calculations and determinations shall be conclusive and binding absent manifest error. Deutsche agrees that it will conduct its selling activities as described above in accordance with the interpretive letter from the Securities and Exchange Commission (the “SEC”) dated December 20, 1999 (the “Interpretive Letter”) regarding variable delivery forward contracts, it being understood that Deutsche will introduce into the public market a quantity of securities of the same class as the Shares equal to the Number of Shares in a manner consistent with the manner-of-sale conditions described in paragraphs (f) and (g) of Rule 144 (“Rule 144”) under the Securities Act of 1933, as amended (the “1933 Act”).
Sample 1
Hedging Period. (a) On each Trading Day beginning on the first Trading Day immediately following the Trade Date and ending on the Hedging Completion Date, an affiliate of the Seller shall effect, for the account of the Seller, purchases of shares of Common Stock to establish Seller’s initial position to hedge the Seller’s price and market risk in connection with this Transaction (the period of consecutive Trading Days on which such purchases for this Transaction are effected being collectively referred to as the “Hedging Period” for this Transaction). (b) At the conclusion of the Hedging Period, based on the amounts and prices at which an affiliate of the Seller effects purchases of shares of Common Stock during the Hedging Period to establish Seller’s initial hedge position in connection with this Transaction, the Calculation Agent shall determine the Hedging Price, the Upside Threshold and the Minimum Delivery Number for this Transaction; provided that if, at any time during the Hedging Period, the weighted average price at which the Seller, or an affiliate of the Seller, has until such time purchased shares of Common Stock in connection with establishing its initial hedge position with respect to this Transaction equals to or exceeds the Hedging Threshold Price, the Seller shall have the right to terminate the Hedging Period as of such time, whereupon (i) the Calculation Agent shall propose commercially reasonable adjustments to the Upside Threshold and, solely for the purposes of calculating the Settlement Number pursuant to Article 3 hereof, the Purchase Price for this Transaction (such adjustments being made to preserve the fair value of this Transaction to the Seller as determined by the Calculation Agent in good faith and in a commercially reasonable manner and ensure that the Seller’s, or its affiliate’s, initial theoretical delta for this Transaction is equal to the number of shares of Common Stock purchased by the Seller or an affiliate of the Seller during the Hedging Period at the time of such termination) and (ii) the Purchaser may elect to either accept such adjustments or treat such termination of the Hedging Period as an Additional Termination Event in respect of which the Purchaser is the sole Affected Party and this Transaction is the sole Affected Transaction and with the consequences specified in Section 7.02 and Section 7.03. (c) On the first Business Day following the Hedging Completion Date, in addition to satisfying its obligations under Section 3...
Sample 1
Hedging Period. (a) On each Trading Day, beginning on the first Trading Day immediately following the Trade Date and ending on the Hedging Completion Date, an affiliate of the Seller shall effect, for the account of the Seller, purchases of shares of Common Stock to establish Seller’s initial position to hedge the Seller’s price and market risk in connection with this Transaction (the period of consecutive Trading Days on which such purchases for this Transaction are effected being collectively referred to as the “Hedging Period” for this Transaction). (b) At the conclusion of the Hedging Period, based on the amounts and prices at which an affiliate of the Seller effects purchases of shares of Common Stock during the Hedging Period to establish Seller’s initial hedge position in connection with this Transaction, the Seller shall determine the Hedging Price, the Downside Threshold and the Upside Threshold for this Transaction. (c) On the first Business Day following the Hedging Completion Date, the Seller shall deliver to the Purchaser a pricing supplement, substantially in the form of Exhibit A attached hereto, setting forth the Hedging Price, the Downside Threshold, the Upside Threshold and the first day of the Averaging Period for this Transaction.
Sample 1
Hedging Period. The period commencing on the date that the Borrower has elected to nullify the Excess Spread Advance Adjustment by giving notice to the Deal Agent pursuant to Section 5.3 and ending on the date on which the Borrower has elected to reinstate the Excess Spread Advance Adjustment by delivering a revocation notice pursuant to Section 5.3.
Sample 1

Related to Hedging Period

  • Settlement Period (a) For recording time worked, there shall be a settlement period of four weeks. (b) The settlement period shall commence at the beginning of a pay period.

  • Settlement Averaging Period For any Option and regardless of the Settlement Method applicable to such Option:

  • Reference Period As of any date of determination, the period of four (4) consecutive fiscal quarters of the Borrower and its Subsidiaries ending on such date, or if such date is not a fiscal quarter end date, the period of four (4) consecutive fiscal quarters most recently ended (in each case treated as a single accounting period).

  • Measurement Period In this Agreement, unless the contrary intention appears, a reference to:

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Issuance Period Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of this Agreement (or if such anniversary date is not a Business Day, the Business Day next preceding such anniversary) and (ii) the thirtieth day after Prudential shall have given to the Company, or the Company shall have given to Prudential, a written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “Issuance Period”.

  • LIBOR Business Day Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England. LIBOR Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans.

  • Consolidated Senior Secured Leverage Ratio Upon and after the consummation of a Qualified Notes Offering, permit the Consolidated Senior Secured Leverage Ratio as of the end of any fiscal quarter of the US Borrower (beginning with the fiscal quarter ended September 30, 2018) to be greater than (A) during a Specified Acquisition Period, 4.00 to 1.00, and (B) at all other times, 3.50 to 1.00.

  • Senior Secured Leverage Ratio The Borrowers shall not at any time permit the Senior Secured Leverage Ratio, calculated as of the end of each fiscal quarter, to exceed the maximum ratio set forth below for such fiscal quarter;

  • Computation Period Interest on the Loans and all other amounts payable by Borrower hereunder on a per annum basis shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate or to the extent such Loan bears interest based upon the Base Rate, in which case interest shall be calculated on the basis of a 365-day year or 366-day year, as the case may be. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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