Exchange Determination definition

Exchange Determination has the meaning set forth in Section 24(a).
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Exchange Determination shall have the meaning set forth in Section 23.
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Examples of Exchange Determination in a sentence

  • To the extent that the Company determines that some action need be taken pursuant to this Section 24(c), then the Board may temporarily suspend the exercisability of the Rights for a period of up to 120 days following the date on which the Exchange Determination has occurred in order to seek any authorization of additional Common Shares or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof.

  • In connection with an Exchange Determination, the Company will not be required to issue fractions of Common Shares or to distribute certificates that evidence fractional Common Shares.

  • Following an Exchange Determination, the Company may implement such procedures as it deems appropriate, in its sole discretion, to minimize the possibility that any Common Shares (or other consideration) issuable pursuant to this Section 24 are received by Persons whose Rights are null and void pursuant to Section 7(e).

  • Any Common Shares (or other securities) issued at the direction of the Board in connection with an Exchange Determination will be duly and validly authorized and issued and fully paid and nonassessable, and the Company will be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Common Shares (or other securities) so issued.

  • Notwithstanding the foregoing, the Board is not empowered to effect an Exchange Determination at any time after any Person (other than any Exempt Person), together with all Affiliates and Associates of such Person, becomes the Beneficial Owner of 50% or more of the Common Shares then outstanding.

  • In lieu of such fractional Common Shares, the Company may pay to the registered holders of Rights Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the Current Per Share Market Price of a Common Share, calculated as of the Trading Day immediately prior to the date of the Exchange Determination.

  • Following an Exchange Determination, the Company may implement such procedures as it deems appropriate, in its sole discretion, to minimize the possibility that any shares of Common Stock (or other consideration) issuable pursuant to this Section 24 are received by Persons whose Rights are null and void pursuant to Section 7(e).

  • Any shares of Common Stock (or other securities) issued at the direction of the Board in connection with an Exchange Determination will be duly and validly authorized and issued and fully paid and nonassessable, and the Company will be deemed to have received as consideration for such issuance a benefit having a value that is at least equal to the aggregate par value of the Common Stock (or other securities) so issued.

  • To the extent that the Company determines that some action need be taken pursuant to this Section 24(c), then the Board may temporarily suspend the exercisability of the Rights for a period of up to 120 days following the date on which the Exchange Determination has occurred in order to seek any authorization of additional shares of Common Stock or to decide the appropriate form of distribution to be made pursuant to the above provision and to determine the value thereof.

  • In connection with an Exchange Determination, the Company will not be required to issue fractions of shares of Common Stock or to distribute certificates that evidence fractional shares of Common Stock.

Related to Exchange Determination

  • Self-Determination means a philosophy and process by which individuals with developmental disabilities are empowered to gain control over the selection of support services that meet their needs. The basic principles of self-determination are:

  • Adverse determination shall have the meaning set forth in Section 19.7.

  • SOFR Determination Time means 3:00 p.m. (New York time) on the U.S. Government Securities Business Day, at which time Compounded SOFR is published on the FRBNY’s Website.

  • Event Determination Date means either:

  • SOFR Determination Date has the meaning specified in the definition of “Daily Simple SOFR”.

  • Interest Determination Date means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro.

  • Reset Determination Date means, in respect of the First Reset Period, the second Business Day prior to the First Reset Date and, in respect of each Subsequent Reset Period thereafter, the second Business Day prior to the first day of each such Subsequent Reset Period;

  • SOFR Interest Determination Date means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date in respect of the relevant Interest Period, as specified in the applicable Pricing Supplement.In addition to defining the relevant Interest Periods and Interest Payment Dates, the applicable Pricing Supplement shall specify and describe, as applicable, any relevant interest commencement date, interest period end date, interest determination date, index maturity, rate cut-off date, any other terms relating to the particular method of calculating interest on the Compound SOFR Note (including any applicable payment delay, lockout or suspension period, lookback or observation shift) and any other terms applicable specifically to such Compound SOFR Note.Average SOFR NotesUnless otherwise provided for or modified in the applicable Pricing Supplement, Average SOFR Notes will bear interest at a rate per annum equal to Average SOFR (as defined below) plus the Spread.With respect to any Interest Period, unless otherwise specified or modified in the applicable Pricing Supplement, “Average SOFR” will be calculated by the Calculation Agent on each SOFR Interest Determination Date (as defined below) as follows (with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001): 0 Where:

  • Time of Determination means the time and date of the earlier of (i) the determination of stockholders entitled to receive rights, warrants or options or a distribution, in each case, to which Section 11.07 or 11.08 applies and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of "ex-dividend" trading for such rights, warrants or options or distribution on the New York Stock Exchange or such other national or regional exchange or market on which the Common Stock is then listed or quoted.

  • Distribution Determination Date means, in respect of any Distribution Period, that number of business days prior thereto as is set out in the applicable Pricing Supplement or on the face of the relevant Perpetual Security;

  • Benchmark Determination Date means (a) if the Benchmark is LIBOR, the LIBOR Determination Date, (b) if the Benchmark is Term SOFR, the date that is two Business Days before the first day of the applicable Accrual Period, (c) if the Benchmark is Compounded SOFR, the date that is five Business Days before the last day of the applicable Accrual Period and (d) if the Benchmark is any other rate, the date determined by the Trust according to Section 2.16 of the Indenture.

  • Final Adverse Determination means an Adverse Determination involving a Covered Service that has been upheld by Blue Cross and Blue Shield or its designated utilization review organization, at the completion of Blue Cross and Blue Shield's internal grievance process procedures.

  • Date of Determination means the date as of which a benefit is to be calculated under the Plan, as specified in each relevant Section, and being one of:

  • Rate Determination Notice has the meaning specified in Section 3.07(g).

  • Rate Determination Date means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

  • Expert Determination has the meaning given to it in Clause 18.3(a) (Expert Determination).

  • Pricing Rate Determination Date means with respect to any Pricing Rate Period with respect to any Transaction, the second (2nd) Business Day preceding the first day of such Pricing Rate Period.

  • Reference Rate Determination Date means, in relation to any Reference Rate Business Day(i):

  • Reset Interest Determination Date means, in respect of any Reset Period, the day falling two Business Days prior to the beginning of the relevant Reset Period;

  • TIA Applicability Determination As defined in Section 12.12.

  • Payment Determination Date means, with respect to any Payment Date, one (1) Business Day immediately preceding such Payment Date.

  • Index Determination Date means, in relation to any Index, a date on which such Indexfalls to be determined in accordance with the Conditions;

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

  • Extension Determination Date means, in respect of a Series of Covered Bonds, the date falling two Business Days after the expiry of seven days from (and including) the Final Maturity Date of such Covered Bonds.

  • Optional Exchange Date means any date on which Underlying Securities subject to Optional Exchange are distributed to a Certificateholder.

  • Interest Rate Determination Date means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.