Conditions to Net Physical Settlement definition

Conditions to Net Physical Settlement herein, Counterparty shall settle the Transaction through Cash Settlement; provided, however, that notwithstanding the foregoing, if either (a) Counterparty does not provide for the sale of the Shares under the Registration Statement as provided in the Registration Rights Agreement, (b) some Shares cannot be registered under the Registration Statement due to Rule 415(a)(4) under the Securities Act, or (c) some or all of the Delivered Shares cannot be used to close out stock loans in the shares of Counterparty entered into to establish or maintain short positions by MLI in connection with this Transaction without a prospectus being required by applicable law to be delivered to such lender, then Counterparty may deliver unregistered or registered Shares. In the case of clauses (a) or (b) above, the value of any unregistered Shares so delivered shall be discounted to reflect their market value (calculated in a commercially reasonable manner). In the case of clause (c) above, the value of any such Delivered Shares shall reflect the cost (calculated in a commercially reasonable manner) to MLI of trading Shares in order to close out its hedge position if any, in all cases for purposes of calculating the Delivered Shares. In no event shall Counterparty be required to top-up the delivery in cash. Limitations on Net Physical Settlement by Counterparty: Notwithstanding anything herein or in the Agreement to the contrary, the number of Shares that may be delivered at settlement by Counterparty shall not exceed 4,543,803 at any time (“Maximum Deliverable Share Amount”), as adjusted by MLI to account for any subdivision, stock-split, reclassification or similar dilutive event with respect to the Shares. Counterparty represents and warrants that the number of Available Shares as of the Trade Date is greater than the Maximum Deliverable Share Amount. Counterparty covenants and agrees that Counterparty shall not take any action of corporate governance or otherwise to reduce the number of Available Shares below the Maximum Deliverable Share.
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Conditions to Net Physical Settlement herein, Counterparty shall settle the Transaction through Cash Settlement; provided however, that notwithstanding the foregoing, Counterparty may deliver unregistered Shares. In such case, the value of any unregistered Shares so delivered shall be discounted to reflect their market value (calculated in a commercially reasonable manner) or the cost (calculated in a commercially reasonable manner) to Bank of trading Shares in order to close out its hedge position, if any, and such discounted value shall be used in place of the Settlement Price for purposes of determining the number of Delivered Shares. In no event shall Counterparty be required to top-up the delivery in cash.
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Conditions to Net Physical Settlement. At least 15 Exchange Business Days prior to the Expiration Date, Counterparty shall (i) make available to ML an effective registration statement (the "REGISTRATION STATEMENT") filed pursuant to Rule 415 under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and such prospectuses as ML may reasonably request to comply with the applicable prospectus delivery requirements (the "PROSPECTUS") for the resale by ML of such number of Shares as ML shall reasonably specify, such Registration Statement to be effective and Prospectus to be current until the earliest of the date on which (A) all Delivered Shares have been sold by ML or returned to Counterparty pursuant to the Net Physical Settlement Adjustment provision above or (B) ML has advised Counterparty that it no longer requires that such Registration Statement be effective (the "REGISTRATION PERIOD") or (ii) Counterparty has provided a legal opinion in form and substance satisfactory to ML (with customary assumptions and exceptions) that the Shares issuable upon exercise of these Warrants will be freely tradable under the Securities Act upon delivery to ML and not subject to any legend restricting transferability. It is understood that the Registration Statement and Prospectus may cover a number of Shares equal to the aggregate number of Shares (if any) reasonably estimated by ML to be potentially deliverable by Counterparty in connection with Net Physical Settlement hereunder; In addition, the following representation, which Counterparty shall be deemed to make on each day during the Registration Period, shall be true and correct: "Counterparty represents that the Registration Statement, at the time the same became effective, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; Counterparty represents the Prospectus (as the same may be supplemented from time to time) does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading."
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Related to Conditions to Net Physical Settlement

  • Physical Settlement shall have the meaning specified in Section 14.02(a).

  • Physical Settlement Date means the date (which may occur after the Scheduled Maturity Date) specified as such in the Intended Physical Settlement Notice falling 10 Business Days after the date of the Intended Physical Settlement Notice.

  • Physical Settlement Amount For any Settlement Date for which Physical Settlement is applicable, an amount in cash equal to the product of (a) the Forward Price in effect on the relevant Settlement Date multiplied by (b) the Settlement Shares for such Settlement Date.

  • Combination Settlement shall have the meaning specified in Section 14.02(a).

  • ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532);

  • Energy Settlement Area means the bus or distribution of busses that represents the physical location of Network Load and by which the obligations of the Network Customer to PJM are settled.

  • TARGET2 Settlement Day means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open.

  • Redemption Conditions means, with respect to any payment of cash in respect of the principal amount of any Permitted Convertible Debt, satisfaction of each of the following events: (a) no Default or Event of Default shall exist or result therefrom, and (b) both immediately before and at all times after such redemption, Borrower’s Qualified Cash shall be no less than the sum of 150% of the outstanding Secured Obligations plus the Qualified Cash A/P Amount.

  • Viatical settlement provider means a person, other than a viator, who enters into or effectuates a viatical settlement contract. Viatical settlement provider does not include:

  • CCASS Settlement Day means the term “Settlement Day” as defined in the General Rules of CCASS.

  • Net Settlement Amount means the Gross Settlement Amount, less the following payments in the amounts approved by the Court: Individual PAGA Payments, the LWDA PAGA Payment, Class Representative Service Payment, Class Counsel Fees Payment, Class Counsel Litigation Expenses Payment, and the Administration Expenses Payment. The remainder is to be paid to Participating Class Members as Individual Class Payments.

  • Mandatory Settlement Date means the earliest of:

  • Mandatory Redemption Settlement Date means, in respect of a Mandatory Redemption Event, the day that falls three Currency Business Days after the day on which the Issuer has received payment in full from the Margin Loan Provider of the amounts payable in respect of the termination of the LS Margin Account Agreement.

  • Termination Settlement Date means, for any Terminated Obligation, the date customary for settlement, substantially in accordance with the then-current market practice in the principal market for such Terminated Obligation (as determined by the Calculation Agent), of the sale of such Terminated Obligation with the trade date for such sale occurring on the related Termination Trade Date.

  • Viatical settlement broker means a person, including a life insurance producer as provided for in section 508E.3, who, working exclusively on behalf of a viator and for a fee, commission, or other valuable consideration, offers or attempts to negotiate viatical settlement contracts between a viator and one or more viatical settlement providers or one or more viatical settlement brokers. Notwithstanding the manner in which the viatical settlement broker is compensated, a viatical settlement broker is deemed to represent only the viator, and not the insurer or the viatical settlement provider, and owes a fiduciary duty to the viator to act according to the viator’s instructions and in the best interest of the viator. “Viatical settlement broker” does not include an attorney, certified public accountant, or a financial planner accredited by a nationally recognized accreditation agency who is retained to represent the viator and whose compensation is not paid directly or indirectly by the viatical settlement provider or purchaser.

  • Trading and Settlement Code or “TSC” means the Single Electricity Market Trading and Settlement Code or any replacement thereof which sets out the rules for trading in electricity and settling energy imbalances and the responsibilities of parties to the code;

  • these Conditions means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;

  • Final Redemption Settlement Date means the day that falls three Currency Business Days after the Final Redemption Date.

  • Net Share Settlement means the settlement method pursuant to which an exercising Warrantholder shall be entitled to receive from the Company, for each Warrant exercised, a number of shares of Common Stock equal to the Net Share Amount without any payment therefor.

  • PJM Settlement or “PJM Settlement, Inc.” shall mean PJM Settlement, Inc. (or its successor), established by PJM as set forth in Section 3.3 of the Operating Agreement.

  • Cash Settlement shall have the meaning specified in Section 14.02(a).

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

  • Call Settlement Date means the fifth Business Day following the last Index Business Day in the Call Measurement Period.

  • Optional Redemption Settlement Date means the second Valuation Date after the Optional Redemption Pricing Date, provided that such Valuation Date is not a Disrupted Day and that such Valuation Date is both a Currency Business Day and a Clearing System Business Day.

  • Early Settlement Amount has the meaning specified in Section 5.9(a).

  • securities settlement system means a securities settlement system (as defined in the CSD Regulation) operated by a central securities depository;