Capped Call Transaction definition

Capped Call Transaction means the capped call transactions evidenced by the Capped Call Documentation.
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Capped Call Transaction means any capped call option purchased by the Borrower (or substantively equivalent derivative transaction, including the utilization of one or more call options supplemented by net-share settled warrants sold by the Borrower) relating to the Borrower’s common stock in connection with the issuance of any Convertible Debt and settled in common stock of the Borrower, cash or a combination thereof, and cash in lieu of fractional shares of common stock; provided that the aggregate purchase price for such Capped Call Transaction(s) does not exceed the net proceeds received by Borrower from the issuance of such Convertible Debt. Cash Collateralize shall mean to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Issuing Lender and the Lenders, as collateral for the Letter of Credit Obligations, cash or deposit account balances pursuant to documentation reasonably satisfactory to the Administrative Agent and the Issuing Lender (which documents are hereby consented to by the Lenders). Such cash collateral shall be maintained in blocked, non-interest bearing (unless otherwise agreed by the Administrative Agent in its sole discretion) deposit account(s) at the Administrative Agent.
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Capped Call Transaction. In connection with the pricing of the Notes, the Issuer has entered into a capped call transaction with Barclays Bank PLC, an affiliate of Barclays Capital Inc., as the hedge counterparty. The capped call transaction is expected generally to reduce the potential dilution upon conversion of the Notes and/or reduce the Issuer’s exposure to potential cash payments that may be required to be made by the Issuer upon conversion of the Notes. The strike price of the capped call transaction will initially correspond to the conversion price of the Notes, and is subject to certain adjustments under the terms of such capped call transaction. The cap price of the capped call transaction will initially be approximately $11.91, which represents a premium of approximately 40% over the Last Reported Sale Price, and is also subject to certain adjustments under the terms of such capped call transaction. Considerations: The following the Notes ” appearing in the Preliminary Prospectus The notes will be treated as issued with original issue discount, or OID, for U.S. federal income tax purposes if (as expected) the stated redemption price at maturity of the notes exceeds their issue price, subject to a statutory de minimis exception. If the notes are issued with OID, U.S. holders will be required to include such OID in their gross income for U.S. federal income tax purposes as it accrues, regardless of their method of accounting. U.S. holders should be aware that the amount of interest (including OID) that a holder is required to include in gross income for each year for U.S. federal income tax purposes will exceed the amount of cash interest that is received by the holder during each such year. Special rules will apply to a holder that is not a U.S. person for U.S. federal income tax purposes.
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Examples of Capped Call Transaction in a sentence

  • 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.

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

  • The particular Transaction to which this Confirmation relates shall have the following terms: Trade Date: [ ] Effective Date: The closing date of the [initial issuance of the Convertible Notes]1 [issuance of the Convertible Notes that are Option Securities (as defined in the Underwriting Agreement)].2 Premium: [USD[ ]]3 [An amount in USD equal to the product of (x) the Number of Units and (y) USD[ ].]4 1 Insert for Base Capped Call Transaction.

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

  • Notwithstanding anything to the contrary in the Base Capped Call Confirmation, Company and Dealer agree that, effective on the date hereof, the Number of Options under the Base Capped Call Transaction shall be reduced to 80,919, and in connection therewith Dealer shall be required to pay to Company the Cash Settlement Amount on the Cash Settlement Date pursuant to Sections 3 and 4 below.

  • Notwithstanding anything to the contrary in the Capped Call Confirmations, Company and Dealer agree that, effective on the date hereof and following the partial termination contemplated hereby, the Number of Options remaining outstanding under the Additional Capped Call Transaction shall be reduced to 27,500, and in connection therewith Dealer shall be required to pay to Company the Cash Settlement Amount on the Payment Date pursuant to Sections 3 and 4 below.

  • By: Name: Title: [Signature Page to Capped Call Unwind Agreement] By: Name: Title: [Signature Page to Capped Call Unwind Agreement] For each Component of the [Base][Additional] Capped Call Transaction, the Number of Options and Expiration Date is set forth below.

  • From: RBC Capital Markets, LLC as agent for Royal Bank of Canada Re: Base Capped Call Transaction Date: December 15, 2016 Dear Ladies and Gentlemen: The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Royal Bank of Canada (“Dealer”) and Amicus Therapeutics, Inc.

  • The Company hereby grants permission to Parent and its Representatives to, at any time, initiate and engage in discussions and negotiations with each counterparty to any Capped Call Transaction regarding the settlement of such Capped Call Transaction at or promptly following the Effective Time and the terms of such settlement, provided that the Company and its counsel will, to the extent reasonably practicable, have a reasonable opportunity to participate in such discussions and negotiations.

  • Convertible Securities surrendered for conversion on any date prior to the 95th Scheduled Trading Day immediately preceding the “Final Maturity Date” (as defined in the Indenture) that are not “Excluded Convertible Securities” under, and as defined in, the Base Capped Call Transaction Confirmation.


More Definitions of Capped Call Transaction

Capped Call Transaction means either (i) the Base Capped Call Transaction confirmation (Reference Number 90XXXXXX0), dated as of November 8, 2010, between the Hedge Counterparty and the Company, or (ii) the Additional Capped Call Transaction confirmation (Reference Number 90XXXX000), dated as of November 10, 2010, between such parties
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Related to Capped Call Transaction

  • Overall Transaction means all the transactions contemplated by the Operative Documents.

  • Permitted Convertible Indebtedness Call Transaction means any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • Recurring Transaction means a regular payment collected from your Card by an originator, in line with your instruction.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

  • Variable Rate Transaction shall have the meaning ascribed to such term in Section 4.12(b).

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Void Transaction means any transaction wherein the transaction has taken place but has been cancelled /rejected /unsuccessful by the Alliance Partner.

  • Hedge Transaction means each interest rate swap, index rate swap or interest rate cap transaction or comparable derivative arrangement between the Borrower and a Hedge Counterparty that is entered into pursuant to Section 10.6 and is governed by a Hedging Agreement.

  • Package Transaction means a transaction involving two or more instruments:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Disclosable transaction means any transaction in a security pursuant to which an access person would have a beneficial ownership.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

  • Riskless principal transaction means a transaction in which a dealer buys a security from any person and makes a simultaneous offsetting sale of such security to a qualified institutional buyer, including another dealer acting as riskless principal for a qualified institutional buyer.

  • Excluded Transactions means:

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).