Excluded Conversion Event definition

Excluded Conversion Event means any conversion of any Excluded Convertible Securities.
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Excluded Conversion Event means any conversion of Convertible Securities with a “Conversion Date” (as defined in the Indenture) occurring prior to the 65th Scheduled Trading Day prior to the Maturity Date.
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Excluded Conversion Event means any conversion of Convertible Securities (other than Convertible Securities that are Exchanged Securities) with a “Conversion Date” (as defined in the Indenture) occurring prior to January 15, 2023.
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Examples of Excluded Conversion Event in a sentence

  • Counterparty shall notify Dealer promptly following the occurrence of any Excluded Conversion Event.

  • In respect of any redemption by Counterparty of any Convertible Securities and a related Excluded Conversion Event, if any, Counterparty acknowledges its responsibilities under applicable securities laws, and in particular Section 9 and Section 10(b) of the Exchange Act and the rules and regulations thereunder.

  • For the avoidance of doubt, in determining the amount payable in respect of such Affected Transaction pursuant to Section 6 of the Agreement in connection with an Excluded Conversion Event, the Calculation Agent shall assume that the relevant Excluded Convertible Securities shall not have been converted and remain outstanding.

  • Excluded Convertible Securities: Convertible Securities subject to the occurrence of an Excluded Conversion Event, as described in Section 8(c) below.

  • Excluded Convertible Securities: Convertible Securities subject to the occurrence of an Excluded Conversion Event, as described in Section 8(b)(i).


More Definitions of Excluded Conversion Event

Excluded Conversion Event means any conversion of Convertible Securities with a Conversion Date occurring prior to the 95th Scheduled Trading Day immediately preceding the Expiration Date.
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Excluded Conversion Event means any conversion of any Excluded Convertible Securities. Counterparty will notify BofA of such conversion within two Scheduled Trading Days of the relevant “Conversion Date” (as defined in the Indenture).
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Excluded Conversion Event means any conversion of any Excluded Convertible Notes.
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Excluded Conversion Event means any conversion of any Excluded Convertible Securities. Upon receipt of any such Notice of Exercise, BofA shall designate an Exchange Business Day following such Additional Termination Event as an Early Termination Date (and BofA shall use commercially reasonable efforts (taking into account any commercially reasonable unwind activity by BofA or its affiliates in respect of the Transaction and the settlement method elected (or deemed to be elected) by Counterparty under the Supplemental Indenture with respect to such Excluded Convertible Securities) to designate such Early Termination Date so that the related payment or delivery, as the case may be, hereunder in respect of the Relevant Conversion Options will occur on (or as promptly as reasonably practicable after) the related settlement for the conversion of the relevant Convertible Securities) with respect to the portion of the Transaction corresponding to a number of Options (the “Relevant Conversion Options”) equal to the lesser of (A) (x) the aggregate principal amount of Excluded Convertible Securities specified in such Notice of Exercise, divided by USD 1,000, minus (y) the number of Relevant Conversion Options (as defined in the Base Convertible Capped Call Transaction Confirmation), if any, that relate to such Excluded Convertible Securities (and for the purposes of determining whether any Options under this Confirmation or under the Base Convertible Capped Call Transaction Confirmation will be among the Relevant Conversion Options hereunder or under, and as defined in, the Base Convertible Capped Call Transaction Confirmation, the Relevant Convertible Securities shall be allocated first to the Base Convertible Capped Call Transaction Confirmation until all Options thereunder are exercised or terminated), and (B) the Number of Options as of the date BofA designates such Early Termination Date and, as of such date, the Number of Options shall be reduced by the number of Relevant Conversion Options. Any payment hereunder with respect to such termination (the “Conversion Unwind Payment”) shall be calculated pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction (except that, for purposes of this Section 8(a)(ii), the last sentence of the provisions opposite the caption “Delivery Obligation” above shall be deemed to be deleted from this Confirmation) and a Number of Options equal to the ...
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Related to Excluded Conversion Event

  • Conversion Event means the cessation of use of (i) a Foreign Currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (ii) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or (iii) any currency unit (or composite currency) other than the ECU for the purposes for which it was established.

  • Forced Conversion Date shall have the meaning set forth in Section 6(d).

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Daily Conversion Value means, for each of the 40 consecutive Trading Days during the relevant Observation Period, 2.5% of the product of (a) the Conversion Rate on such Trading Day and (b) the Daily VWAP on such Trading Day.

  • Automatic Conversion Date shall have the meaning specified in Section 15.12(a).

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Mandatory Tender Event means (a) each failure by the Fund to make a scheduled payment of dividends on a Dividend Payment Date; (b) the occurrence of a Liquidity Provider Ratings Event (which shall constitute a single Mandatory Tender Event upon the occurrence of such Liquidity Provider Ratings Event, whether or not continuing and whether or not such Liquidity Provider Ratings Event also results in a Mandatory Purchase Event; provided that, a subsequent Liquidity Provider Ratings Event, following restoration of the short-term debt ratings to the requisite level, shall constitute a new Mandatory Tender Event); (c) in the event of a failure by the Fund to pay the Liquidity Provider the applicable fee due in advance under the terms of the VRDP Fee Agreement by seven Business Days prior to the beginning of the month to which such payment relates if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that such failure to pay such fee constitutes a Mandatory Tender Event; (d) the eighth day prior to the scheduled date of the occurrence of an Extraordinary Corporate Event; (e) the Fund shall have obtained and delivered to the Tender and Paying Agent an Alternate VRDP Purchase Agreement by the fifteenth day prior to the Scheduled Termination Date, Liquidity Provider Ratings Event Termination Date or Related Party Termination Date, as the case may be, of the VRDP Purchase Agreement being replaced; (f) the Fund shall have provided a Notice of Proposed Special Rate Period in accordance with this Statement; or (g) in the event of a breach by the Fund of its Effective Leverage Ratio covenant with the Liquidity Provider in the VRDP Fee Agreement and the failure to cure such breach within 60 days from the date of such breach (which 60-day period would include the Effective Leverage Ratio Cure Period), if the Liquidity Provider (in its sole discretion) thereafter provides written notice to the Fund that the failure to timely cure such breach constitutes a Mandatory Tender Event (subject to the Fund curing such breach prior to the delivery date of such notice from the Liquidity Provider).

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Mandatory Conversion Date has the meaning set forth in Section 7(a).

  • Suspension Event As defined in Section 5(b) hereof.

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • Optional Conversion Date means, with respect to the Optional Conversion of any Convertible Preferred Stock, the first Business Day on which the requirements set forth in Section 10(d)(ii) for such conversion are satisfied.

  • Succession Event means an event such as a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event in which one entity succeeds to the obligations of another entity, whether by operation of law or pursuant to any agreement. Notwithstanding the foregoing, “Succession Event” shall not include an event in which the holders of obligations of the Reference Entity exchange such obligations for the obligations of another entity, unless such exchange occurs in connection with a merger, consolidation, amalgamation, transfer of assets or liabilities, demerger, spin-off or other similar event.

  • Automatic Early Redemption Event means that:

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Special Mandatory Redemption Event has the meaning specified in Section 3.02(a) hereto.

  • Judgment Conversion Date as defined in subsection 10.8(a).

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

  • Final Conversion Date means 5:00 p.m. in New York City, New York on the earlier to occur following the IPO of (i) the first Trading Day falling on or after the date on which the outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of shares of the then outstanding Class A Common Stock and Class B Common Stock, (ii) the tenth (10th) anniversary of the IPO or (iii) the date specified by affirmative vote of the holders of a majority of the outstanding shares of Class B Common Stock, voting as a single class.

  • Mandatory Redemption Event has the meaning given to it in Condition 8.7.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Change of Control Conversion Date shall have the meaning provided in the Articles Supplementary.

  • TLAC Disqualification Event means OSFI has advised the Bank in writing that the bail-inable notes issued under the applicable pricing supplement will no longer be recognized in full as TLAC under the TLAC Guideline as interpreted by the Superintendent, provided that a TLAC Disqualification Event will not occur where the exclusion of those bail-inable notes from the Bank’s TLAC requirements is due to the remaining maturity of those bail-inable notes being less than any period prescribed by any relevant eligibility criteria applicable as of the issue date of those bail-inable notes.

  • Early Preference Share Redemption Event means the event that occurs if:

  • Covenant Suspension Event has the meaning assigned to it in Section 3.22(b).

  • Mandatory Tender Date means any date on which a Multi-Modal Bond is subject to mandatory tender in accordance with the Certificate.