Call Option Cash Shortfall definition

Call Option Cash Shortfall has the meaning assigned that term in Section 7.02(h).
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Call Option Cash Shortfall means that the net proceeds from any Qualifying Financing, together with any ‎Call Option Cash Consideration (net of any deductions or withholdings therefrom pursuant to ‎Section 7.02(m)) and any other cash on hand and Cash Equivalents of the Class B Member (excluding any cash and Cash Equivalents held in the Interest Payment Account (as such term is defined in the Credit Agreement) up to an amount not to exceed $10,000,000; provided, however, that the exclusion of cash and Cash Equivalents held in the Interest Payment Account shall not apply in connection with the exercise of any Call Option where the NEP Member proposes to acquire all remaining Class B Units held by such Class B Member), are ‎insufficient to repay in full all Indebtedness of the Class B Member and any other Indebtedness ‎pursuant to which such Class B Units are Encumbered or that is required to be repaid as a result ‎of the exercise of such Call Option, plus the amounts required to be paid by the Class B Member ‎constituting amounts owed by the Class B Member as termination payments and unpaid amounts ‎under any swap, cap, forward, future, or other derivative transaction entered into in connection ‎with the hedging of interest rates under the Credit Agreement, and minus amounts required to be ‎paid to the Class B Member constituting amounts owed by the counterparty under any such ‎swap, cap, forward, future, or other derivative transaction as termination payments and unpaid ‎amounts under any such swap, cap, forward, future, or other derivative transaction.‎ Call Option Closing has the meaning assigned that term in Section 7.02(b).
Sample 1
Call Option Cash Shortfall means that the net proceeds from any Qualifying Financing, together with any Call Option Cash Consideration (net of any deductions or withholdings therefrom pursuant to Section 7.02(m)) and any other cash on hand and Cash Equivalents of the Class B Member (excluding any cash and Cash Equivalents held in the Interest Payment Account (as such term is defined in the Credit Agreement) up to an amount not to exceed $10,000,000; provided, however, that the exclusion of cash and Cash Equivalents held in the Interest Payment Account shall not apply in connection with the exercise of any Call Option where the NEP Member proposes to acquire all remaining Class B Units held by such Class B Member), are insufficient to repay in full all Indebtedness of the Class B Member and any other Indebtedness pursuant to which such Class B Units are Encumbered or that is required to be repaid as a result _____________________________ 1 To be the date that is the 39-month anniversary of the Effective Date. of the exercise of such Call Option, plus the amounts required to be paid by the Class B Member constituting amounts owed by the Class B Member as termination payments and unpaid amounts under any swap, cap, forward, future, or other derivative transaction entered into in connection with the hedging of interest rates under the Credit Agreement, and minus amounts required to be paid to the Class B Member constituting amounts owed by the counterparty under any such swap, cap, forward, future, or other derivative transaction as termination payments and unpaid amounts under any such swap, cap, forward, future, or other derivative transaction. Call Option Closing has the meaning assigned that term in Section 7.02(b).
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Examples of Call Option Cash Shortfall in a sentence

  • If demand for labour is elastic, businesses cut back aggressively on employment if wage rates increase and will expand rapidly when labour becomes cheaper relative to other factor inputs.

  • The Members agree that, if any Class B Permitted Loan Financing is outstanding at such time, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall.

  • If the NEP Member and Class B Members are unable to remedy the applicable Call Option Cash Shortfall within twenty (20) Business Days thereafter, then the applicable Call Option Notice shall be deemed revoked.

  • The Members agree that, until the Credit Agreement Payment In Full, each Call Option Closing shall be subject to there being no Call Option Cash Shortfall.

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  • If the Class B Members are able to obtain Qualifying Financing in an amount sufficient to remedy the Call Option Cash Shortfall, then (1) the Class B Member Representative shall promptly deliver written notice thereof to NEP Member, and (2) the Call Option Closing shall occur as promptly thereafter as practicable.

  • If the Call Option Closing is delayed for more than ten (10) Business Days in connection with the preceding sentence, then the NEP Member and applicable Class B Members shall work in good faith to remedy the applicable Call Option Cash Shortfall (provided that the foregoing shall not require the Class B Members to take any actions to remedy such Call Option Cash Shortfall other than seeking additional or replacement financing in accordance with this Section 7.02(g)).

  • If it is determined that a Call Option Cash Shortfall exists in advance of a Call Option Closing Date, then the NEP Member and applicable Class B Members shall work in good faith to remedy the applicable Call Option Cash Shortfall prior to the scheduled Call Option Closing Date (provided that the foregoing shall not require the Class B Members to take any actions to remedy such Call Option Cash Shortfall other than seeking Qualifying Financing in accordance with this Section 7.02(h)).

Related to Call Option Cash Shortfall

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Excess Cash Payment Date means the date occurring 95 days after the last day of each Fiscal Year of Holdings (commencing with the Fiscal Year of Holdings ended December 31, 2010).

  • Earn-Out Payment has the meaning set forth in Section 2.07(a)(i).

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

  • Current Class A Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph first of Section 4.01(a) on such Distribution Date.

  • Prepayment Distribution Percentage With respect to any Distribution Date and each Class of Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below:

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Available Funds Shortfall As defined in Section 3.03(b)(ii)(A).

  • Current Class B Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class B Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on such Distribution Date.

  • Available Funds Shortfall Amount means, as of any Payment Date, the amount, if any, by which the aggregate amount required to be paid pursuant to clauses first through twelfth of Section 4.4(a) of the Sale and Servicing Agreement exceeds the Available Funds for such Payment Date.

  • Disruption Cash Settlement Price means in respect of each Security, an amount in the Settlement Currency equal to the fair market value of the Share Amount (taking into account, where the Settlement Disruption Event affected some but not all of the Shares comprising the Share Amount and such non-affected Shares have been duly delivered as provided above, the value of such Shares), less the cost to the Issuer of unwinding any underlying related hedging arrangements, all as determined by the Issuer.

  • Class A-P Collection Shortfall With respect to the Cash Liquidation or REO Disposition of a Discount Mortgage Loan and any Distribution Date, the excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount described in Section 4.02(b)(i)(C)(2).

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of Three Hundred Thousand Dollars ($300,000), excluding any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Accrual Distribution Amount As to any Distribution Date prior to the applicable Accretion Termination Date and any Class of Accrual Certificates, an amount equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual Certificates of the Current Class A Interest Distribution Amount and (ii) the Class A Interest Shortfall Percentage of such Class of Accrual Certificates of the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after the applicable Accretion Termination Date, zero.

  • Cash Payment has the meaning set forth in Section 2.02(a).

  • Curtailment Shortfall For any Distribution Date and for any Curtailment received in the Prior Period, an amount equal to one month’s interest on such Curtailment at the Pass-Through Rate for the applicable Mortgage Loan.

  • Class A-P Principal Distribution Amount As defined in Section 4.02.

  • Group II Principal Distribution Amount With respect to any Distribution Date, the sum of (i) the Group II Basic Principal Distribution Amount for such Distribution Date and (ii)(a) the Extra Principal Distribution Amount for such Distribution Date multiplied by (b) the Group II Allocation Percentage.