Cover Transaction definition

Cover Transaction means a circumstance in which the Company arranges for the sale of all or any portion of the Available Shares to any other Person, on the terms and subject to the conditions set forth in this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the four (4) Business Day period specified in Section 2.3(b). For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Commitments.

Cover Transaction means a circumstance in which the Issuer, Company or any Affiliate thereof funds all or a portion of the Deficiency Amount through available cash and/or the Issuer, Company or any Affiliate thereof arranges for the sale of any remaining Available Securities to any other Person.

Cover Transaction means a transaction intended to close (partially or totally) a Position, by executing a transaction in the opposite direction to the open transaction Position.

Examples of Cover Transaction in a sentence

• For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Backstop Commitment.

• If such termination payment is payable by the Cover Counterparty party to such Cover Transaction, an amount equal to such termination payment will be payable by MLC under Article V.

• MLC, as the purchaser or seller, as applicable, under any Cover Transaction, shall pay to PESRM, as part of the Monthly True-Up for the month in which such failure occurred, an amount equal to the Cover Transaction Price Amount, if any, that would have been payable to PESRM if MLC had delivered or received such Hydrocarbons on the scheduled delivery date under such Cover Transaction.

• For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Backstop Party of its obligations pursuant to this Article II or otherwise to fulfill its Backstop Commitment.

• If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (A) the Backstop Party Replacement to be completed within the Backstop Party Replacement Period or (B) the consummation of a Cover Transaction within the Cover Transaction Period.

More Definitions of Cover Transaction

Cover Transaction means a circumstance in which the Company, in its sole discretion, arranges for the sale of all or any portion of the Available Shares to any other Person, on terms and conditions substantially similar to the Backstop Commitment and the other terms and conditions applicable to the Commitment Parties in their obligation to purchase Unsubscribed Shares pursuant to this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the Commitment Party Replacement Period; provided, however, that, notwithstanding the foregoing, the Outside Date shall not be extended automatically as a result of the existence of a Cover Transaction Period and the Cover Transaction Period shall expire on or before the Outside Date. For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Commitment Party of its obligation to fulfill its Backstop Commitment.

Cover Transaction has the meaning set forth in Section 2.3(c).

Cover Transaction means a transaction in which a Person who is not a Backstop Party, Competitor Party or a Debtor (or a Subsidiary of any Debtor) funds all or a portion of the Deficiency Amount (as defined below) by purchasing remaining Available Securities (and any related Claims held by a Defaulting Backstop Party that are necessary to pay the applicable Purchase Price) for such Available Securities in accordance with Section 2.3(e).

Cover Transaction means a circumstance in which the Company funds all or a portion of the Deficiency Amount through available cash and/or the Company arranges for the sale of any remaining Available Securities to any other Person.

Cover Transaction means a circumstance in which the Company, in its sole discretion, arranges for the sale of all or any portion of the Available Shares to any other Person, on terms and conditions substantially similar to the Backstop Commitment and the other terms and conditions applicable to the Backstop Parties in their obligation to purchase the Available Shares pursuant to this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the ten (10) Business Day period following expiration of the five (5) Business Day period specified in Section 2.3(b). For the avoidance of doubt, the Company’s election to pursue a Cover Transaction, whether or not consummated, shall not relieve any Backstop Party of its obligations pursuant to this Article II or otherwise to fulfill its Backstop Commitment.

Cover Transaction means a circumstance in which the Company arranges for the sale of all or any portion of the Available Equity Securities or the Available Debt Securities, as applicable, to any Commitment Party Approved Person, on the terms and subject to the conditions set forth in this Agreement, during the Cover Transaction Period, and “Cover Transaction Period” means the period ending on the later of (i) twelve months after the Petition Date and (ii) the 30th day after, as applicable, (x) the expiration of the five (5) Business Day period specified in Section 2.3(a) with respect to the Available Equity Securities or Section 2.3(b) with respect to the Available Debt Securities or (y) the date upon which all conditions set forth in Article VI that must be met prior to the Closing have been met or waived.

Cover Transaction has the meaning set forth in Section 2.3(c). “Cover Transaction Period” has the meaning set forth in Section 2.3(c). “Covered Fund” has the meaning set forth in Section 13 of the BCH Act and the regulations issued thereunder. “Debtors” means, collectively: (a) Vanguard Natural Resources, LLC; (b) Eagle Rock Acquisition Partnership, L.P.; (c) Eagle Rock Acquisition Partnership II, L.P.; (d) Eagle Rock Energy Acquisition Co., Inc.; (e) Eagle Rock Energy Acquisition Co. II, Inc.; (f) Eagle Rock Upstream Development Company, Inc.; (g) Eagle Rock Upstream Development Company II, Inc.;