Accelerated Put definition

Accelerated Put has the meaning given to that term in the SFOG Acquisition A and SFOG Acquisition B Guarantee and Pledge Agreement.
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Accelerated Put has the meaning given to that term in the SFOT Acquisition I and SFOT Acquisition II Guarantee.
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Accelerated Put means a Put received by the Investor during the period beginning on the Cooldown Waiver Notice Effective Time with respect to the immediately preceding Put and ending immediately prior to 3:00 p.m. in New York, NY. For the avoidance of doubt, if the Cooldown Waiver Notice Effective Time is on or after 3:00 p.m. in New York, NY, then the Company shall not be permitted to deliver an Accelerated Put to Investor on such date.
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Examples of Accelerated Put in a sentence

  • The Buyer has the right to rely conclusively on the instructions and decisions of the Sellers Representative as to the final determination of the Put Purchase Price, the Call Purchase Price, the Accelerated Put Purchase Price or any other actions required to be taken by the Sellers Representative hereunder, and no Party hereunder will have any cause of action against the Buyer for any action taken by the Buyer in reliance upon the instructions or decisions of the Seller Representative.

  • In particular, the Parties acknowledge that it is an essential element of this Agreement that the Seller Representative shall be entitled to take all decisions related to the Call Right, the Put Right and the Accelerated Put Right (including the exercise of such rights and the relevant purchase prices) on behalf of the Sellers, and the Sellers undertake to comply with all the decisions taken by the Seller Representative in connection with the foregoing.

  • As used in this Agreement, the following terms have the meanings indicated: Accelerated Put Event.

  • For purposes of this Agreement, the First Put Option Date, the Second Put Option Date, the Third Put Option Date, the Final Put Option Date or the Accelerated Put Option Date shall, in each case and in the context that they are being used be referred to as the “the Put Option Date”.

  • The Buyer and each of the Sellers hereby authorize and approve the transfer of the Option Shares pursuant to the Call Right, the Put Right and the Accelerated Put Right in the terms set forth in this Agreement and undertake to authorize and approve again, as necessary in the future, such transfer.

  • All decisions, actions and instructions by the Sellers Representative, including exercising the Put Right or the Accelerated Put Right and determining the Put Purchase Price, Call Purchase Price and Accelerated Put Purchase Price, will be conclusive and binding on each Seller and no Seller has the right to object, dissent, protest or otherwise contest the same.

  • The Company may deliver a Put Notice for an Accelerated Put during the Put Period on each Put Date when the Company has made Standard Put(s) for the maximum number of Put Shares as allowed under Subsection 1(b); provided that the Put Shares, and the Pro-Rata Commitment Shares as applicable, for each Standard Put previously made by the Company have been successfully delivered to the Investor as DWAC Shares.

  • Neither the execution nor delivery of this Amendment nor the consummation of the transactions contemplated hereunder shall, directly or indirectly, cause a material breach or violation of, or conflict with, (a) any law, regulation, administrative ruling, or order to which the Seller is subject, or (b) any agreement to which the Seller is a party or by which the Accelerated Put Shares are subject.

  • Upon transfer of the Accelerated Put Shares to Zegna in accordance with the terms of this Amendment, Zegna shall have good title to such Accelerated Put Shares free and clear of all Liens.

  • The Closing of a Put shall occur within one (1) Trading Day following the Put Date of each Standard Put or within one (1) Trading Day following the Accelerated Put Date for each Accelerated Put, whereby, provided that all Put Shares have been delivered to the Investor as DWAC Shares, the Investor shall deliver the Purchase Price by wire transfer of immediately available funds to an account designated by the Company (each, a “Closing”).


More Definitions of Accelerated Put

Accelerated Put shall have the meaning ascribed to such term in Section 6.1 of the Georgia Acquisition Subsidiaries Guarantee and Section 6.1 of the Texas Acquisition Subsidiaries Guarantee, respectively.
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Accelerated Put shall have the meaning specified in Section 5.4(a) hereof.
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Related to Accelerated Put

  • Accelerated Purchase Date means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b) hereof.

  • Accelerated Purchase Price means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the lower of ninety-seven percent (97%) of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the "Accelerated Purchase Commencement Time"), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the "Accelerated Purchase Termination Time"), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Accelerated Purchase Notice means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.

  • Additional Accelerated Purchase Date means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the Business Day (i) that is the Accelerated Purchase Date with respect to the corresponding Accelerated Purchase referred to in clause (i) of the proviso in the second sentence of Section 2(c) hereof and (ii) on which the Investor receives, prior to 1:00 p.m., Eastern time, on such Business Day, a valid Additional Accelerated Purchase Notice for such Additional Accelerated Purchase in accordance with this Agreement.

  • Additional Accelerated Purchase Price means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, ninety-seven percent (97%) of the lower of (i) the VWAP for the period on the applicable Additional Accelerated Purchase Date, beginning at the time mutually agreed by the Company and the Investor and set forth in the applicable Additional Accelerated Purchase Notice delivered by the Company to the Investor with respect to such Additional Accelerated Purchase, which shall not be earlier than the latest of (A) the applicable Accelerated Purchase Ending Time with respect to the corresponding Accelerated Purchase referred to in clause (i) of the proviso in the second sentence of Section 2(c) hereof on such Additional Accelerated Purchase Date, (B) the applicable Additional Accelerated Purchase Ending Time with respect to the most recently completed prior Additional Accelerated Purchase on such Additional Accelerated Purchase Date, as applicable, and (C) the time at which all Purchase Shares subject to all prior Accelerated Purchases and Additional Accelerated Purchases (as applicable), including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement (such mutually agreed beginning time, the “Additional Accelerated Purchase Commencement Time”), and ending at the earliest of (X) 4:00 p.m., Eastern time, on such Additional Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such Additional Accelerated Purchase Date, (Y) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Additional Accelerated Purchase Share Volume Maximum, and (Z) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that the Sale Price has fallen below the applicable Additional Accelerated Purchase Minimum Price Threshold (if any) (such earliest of (i)(X), (i)(Y) and (i)(Z) above, the “Additional Accelerated Purchase Ending Time”), and (ii) the Closing Sale Price of the Common Stock on such Additional Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Additional Accelerated Purchase Notice means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the applicable Additional Accelerated Purchase Share Amount at the Additional Accelerated Purchase Price for such Additional Accelerated Purchase in accordance with this Agreement, and specifying any Additional Accelerated Purchase Minimum Price Threshold determined by the Company.

  • Accelerated Purchase Minimum Price Threshold means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

  • Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

  • Additional Accelerated Purchase Minimum Price Threshold means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase Notice.

  • Accelerated Purchase Share Percentage means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, thirty percent (30%).

  • Additional Accelerated Purchase Share Amount means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor on an Additional Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(c) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Additional Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Additional Accelerated Purchase Date beginning at the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase and ending at the Additional Accelerated Purchase Termination Time for such Additional Accelerated Purchase.

  • Additional Accelerated Purchase Share Percentage means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, thirty percent (30%).

  • Accelerated Maturity Date means if the Company elects to accelerate the Maturity Date in accordance with Section 2.2(c), the date selected by the Company which is prior to the Scheduled Maturity Date, but is after March 31, 2002.

  • Accelerated Purchase Share Volume Maximum means the number of shares of Common Stock traded on the Principal Market during normal trading hours on the Accelerated Purchase Date equal to (i) the amount of shares of Common Stock properly directed by the Company to be purchased on the Accelerated Purchase Notice, divided by (ii) the Accelerated Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Additional Accelerated Purchase Share Volume Maximum means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, a number of shares of Common Stock equal to (i) the applicable Additional Accelerated Purchase Share Amount properly directed by the Company to be purchased by the Investor in the applicable Additional Accelerated Purchase Notice for such Additional Accelerated Purchase, divided by (ii) the Additional Accelerated Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Restricted Purchase means any payment on account of the purchase, redemption or other acquisition or retirement of any capital stock or other securities of, the Borrower.

  • Accelerated Repurchase Date shall have the meaning specified in Section 14(b)(i) of this Agreement.

  • Protected Purchaser has the meaning specified in Section 8-303 of the UCC.

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

  • Adjusted Purchase Price has the meaning set forth in Section 2.2.

  • Accelerated or Matured means an obligation under which the total amount owed, whether at maturity, by reason of acceleration, upon termination or otherwise (other than amounts in respect of default interest, indemnities, tax gross-ups and other similar amounts), is, or on or prior to the relevant Relevant Date will be, due and payable in full in accordance with the terms of such obligation, or would have been but for, and without regard to, any limitation imposed under any applicable insolvency laws.

  • Acceleration Event means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Revolving Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

  • Event of Default Black Scholes Value means the value of the unexercised portion of this Warrant remaining on the date of the Holder’s request pursuant to Section 4(c)(ii), which value is calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the highest Closing Sale Price of the Common Stock during the period beginning on the date of the occurrence of the Event of Default through the date all Events of Default have been cured (assuming for such purpose that the Notes remain outstanding) or, if earlier, the Trading Day of the Holder’s request pursuant to Section 4(c)(ii), (ii) a strike price equal to the Exercise Price in effect on the date of the Holder’s request pursuant to Section 4(c)(ii), (iii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the greater of (1) the remaining term of this Warrant as of the date of the Holder’s request pursuant to Section 4(c)(ii) and (2) the remaining term of this Warrant as of the date of the occurrence of such Event of Default, (iv) a zero cost of borrow and (v) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following later of (x) the date of the occurrence of such Event of Default and (y) the date of the public announcement of such Event of Default.

  • Estimated Purchase Price has the meaning set forth in Section 2.4(a).

  • Acceleration Date on any Security means the date, if any, on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security.

  • Permitted Purchase Money Debt Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $5,000,000 at any time.