Capped Call definition

Capped Call means the capped call transactions referenced in Schedule 5.2(iv) in respect of the 2.25% Convertible Notes and any like transactions that are economically similar to such transactions entered into in connection with any Indebtedness contemplated under clause (k) of the definition of Permitted Indebtedness.
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Capped Call the capped call options on ordinary shares of Holdings, to be entered into by the Borrower with certain financial institutions on or about the Closing Date for the purpose of hedging the Borrower’s obligations under the Initial Syndicated Offering.
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Capped Call means an agreement or agreements pursuant to which Borrower acquires one or more capped call options requiring the counterparty or counterparties thereto to deliver to Borrower shares of Borrower’s common stock, the cash value of such shares or a combination thereof from time to time upon exercise of such option or options, in each case entered into by Borrower substantially concurrently with the issuance of unsecured convertible notes. As used herein, references to a “Capped Call” include any component thereof.”
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Examples of Capped Call in a sentence

  • Any capitalized term not otherwise defined herein shall have the meaning set forth for such term in the Capped Call Confirmations.

  • Include in the Additional Capped Call Confirmation if executed by the closing of the base deal.

  • For the avoidance of doubt, nothing contained in this Agreement shall prohibit the Company from settling upon conversion of the Company Notes in accordance with the terms of the Indenture and complying with the terms of the Capped Call Transactions in connection therewith and nothing in this Agreement shall require the Company to effect a termination or settlement of the Capped Call Transactions prior to the Effective Time.

  • The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification.

  • Ref: MercadoLibre Capped Call Account for delivery of Shares to Counterparty: To be provided by Counterparty.

  • The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the sum of (x) Number of Shares for the Transaction and (y) the “Number of Shares” as defined in the Base Convertible Capped Call Transaction Confirmation and the denominator of which is the number of Shares outstanding on such day.

  • Capped Call TransactionsIn connection with the offering of the 2026 Notes, we entered into the 2026 Capped Call Transactions with certain counterparties at a net cost of $96.8 million.

  • Each of the Capped Call Confirmations has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions.

  • The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets.

  • The “Notice Percentage” as of any day is the fraction (A) the numerator of which is the aggregate of the Number of Shares for all Components under the Transaction and under any other Capped Call Transactions between Dealer and Counterparty and (B) the denominator of which is the number of Shares outstanding on such day.

Related to Capped Call

  • Minimum Level (ML means the concentration at which the entire analytical system must give a recognizable signal and an acceptable calibration point. The ML is the concentration in a sample that is equivalent to the concentration of the lowest calibration standard analyzed by a specific analytical procedure, assuming that all the method-specified sample weights, volumes and processing steps have been followed.

  • Reference Level means the level of the Index (excluding any flash estimates) published or announced by Eurostat (or any successor entity which publishes such index) in respect of the month that is 12 calendar months prior to the month referred to in “Latest Level” above.

  • Performance Measurement Period has the meaning set forth in Section 3.1(e)(ii).

  • Final Share Level means the Share Level at the Valuation Time on the Valuation Date.

  • Applicable Measurement Period means the most recently completed four consecutive fiscal quarters of the Issuer immediately preceding the Applicable Calculation Date for which internal financial statements are available.

  • Lowest achievable emission rate (LAER) means for any source, that rate of emissions which reflects the most stringent emission limitation which is contained in the implementation plan of any State for such class or category of source, unless the owner or operator of the proposed source demonstrates that such limitations are not achievable, or the most stringent emission limitation which is achieved in practice by such class or category of source, whichever is more stringent. In no event shall the application of this term permit a proposed new or modified source to emit any pollutant in excess of the amount allowable under applicable New Source Standards of Performance.

  • Auto-Call Valuation Date means, in respect of an Index and subject to the Adjustment Provisions, each day specified as such in the definition of Auto-Call Trigger Level, or if any such day is not a Scheduled Trading Day for such Index, the next following Scheduled Trading Day in respect of such Index.

  • 280G Cap means an amount equal to 2.99 times Executive's "Base Period Income." This is the maximum amount which Executive may receive without becoming subject to the excise tax imposed by Section 4999 of the Code or which Company may pay without loss of deduction under Section 280G of the Code.

  • Threshold Price is the lowest price (except to the extent otherwise provided in Section 2.6) at which the Company may sell Shares during the applicable Pricing Period as set forth in a Fixed Request Notice (not taking into account the applicable percentage discount during such Pricing Period determined in accordance with Section 2.2); provided, however, that at no time shall the Threshold Price be lower than $3.00 per share unless the Company and the Investor mutually shall agree.

  • Threshold Period shall have the meaning set forth in Section 6(d).

  • Call Valuation Date means the first Scheduled Trading Day of the month following the expiry of 35 calendar days after the Issuer’s Call Date. For the avoidance of doubt, the 35 calendar day period is mandatory and non- waivable by either the Issuer or the Holder.

  • Share Level means the level of the Share as determined by the Determination Agent by reference to the level of the Share published by the Exchange.

  • Auto-Call Trigger Level means the level set out below for the relevant Auto-Call Valuation Date (i.e. as shown in the same row as that date):

  • Poverty level means the annual family income for a family unit of a particular size, as specified in the poverty guidelines updated annually in the Federal Register by the U.S. Department of Health and Human Services.

  • Threshold means with respect to Party B: infinity.

  • Total Shareholder Return means the total return (change in share price plus reinvestment of any dividends) of a Share.

  • Trigger Amount with respect to Extraordinary Trust Expenses for the Trust is $25,000 and the Maximum Reimbursable Amount is $100,000. The Trustee Fee will be paid by the Expense Administrator. Expenses will be reimbursed by the Expense Administrator in accordance with the Expense Administration Agreement.

  • Days Sales Outstanding means, as of any day, an amount equal to the product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the aggregate outstanding balance of Receivables as of the most recent Cut-Off Date, by (ii) the aggregate amount of Receivables created during the three (3) Calculation Periods including and immediately preceding such Cut-Off Date.

  • Average Par Amount is calculated by summing the Issuer Par Amounts for all issuers, and dividing by the number of issuers.

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Performance Level means a reference to one of Performance Level I, Performance Level II, Performance Level III, Performance Level IV or Performance Level V.

  • AHYDO Catch-Up Payment means any payment with respect to any obligations of the Borrower or any Restricted Subsidiary, in each case to avoid the application of Section 163(e)(5) of the Code thereto.

  • Minimum Weighted Average Coupon Test means a test that will be satisfied on any Measurement Date if the Weighted Average Coupon equals or exceeds 7.0%.

  • Trigger Level means with respect to an Index, the level specified as such in Annex 1 with respect to such Index

  • Auto-Call Trigger Rate means the applicable percentage in respect of the relevant Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred as set out in the definition of Auto-Call Trigger Level above (i.e. as shown in the same row as that date).