Hedge Unwind Period means the one Scheduled Trading Day period commencing on and including June 24, 2022 (the “Initial Unwind Date”), subject to Section 4(c) of this Agreement. “Warrants Settlement Amount” has the meaning assigned to such term in that certain Warrants Partial Unwind Agreement, dated as of the date hereof, between Dealer and the Company (the “Warrants Unwind Agreement”). “Cash Settlement Amount” has the meaning assigned to such term in Exhibit A hereto.
Hedge Unwind Period means the period of consecutive Scheduled Trading Days commencing on and including July 22, 2014 (or if such date is not a Scheduled Trading Day, the first Scheduled Trading Day following such date) through and including the 1st Scheduled Trading Day immediately following such date, subject to the last paragraph of this Section 5. “Cash Settlement Amount per Option” means the product of (i) the Conversion Rate multiplied by (ii) the Net Underlying Share Unwind Amount (as determined based on the grid attached as Exhibit A to this Agreement). “Conversion Rate” means 34.2466. Notwithstanding anything to the contrary in this Agreement, if (i) any Scheduled Trading Day during any Hedge Unwind Period is a Disrupted Day (as defined in the Warrant Confirmation) or (ii) Deutsche determines in its commercially reasonable judgment that on any Scheduled Trading Day during the relevant Hedge Unwind Period an extension of such Hedge Unwind Period is reasonably necessary or advisable to preserve Deutsche’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Deutsche to effect sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Deutsche, then the VWAP Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange, as determined by the Deutsche in its good faith, commercially reasonable discretion based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Scheduled Trading Day for which Deutsche determines there is no Market Disruption Event and the number of Scheduled Trading Days and the Cash Settlement Amount per Option related to the relevant Hedge Unwind Period shall be adjusted by Deutsche to account for such disruption and/or extension.
Hedge Unwind Period means December 15, 2020, subject to the immediately succeeding paragraph. Notwithstanding anything to the contrary in this Agreement, if (i) the Scheduled Trading Day during any Hedge Unwind Period is a Disrupted Day (as defined in the Warrants Confirmations) or (ii) Dealer determines, based on the advice of counsel, that on any Scheduled Trading Day during the Hedge Unwind Period an extension of such Hedge Unwind Period is reasonably necessary or advisable to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect sales of Shares in connection with its hedge unwind activity hereunder in a manner that would be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, then the Daily Price for such Scheduled Trading Day(s) shall be the volume-weighted average price per Share on such Scheduled Trading Day on the Exchange, as determined by the Calculation Agent based on transactions in the Shares on such Scheduled Trading Day taking into account, if applicable, the nature and duration of such Market Disruption Event, and the number of Scheduled Trading Days and the Cash Settlement Amount per Warrant related to the Hedge Unwind Period shall be adjusted by the Calculation Agent to account for such disruption and/or extension.
Examples of Hedge Unwind Period in a sentence
Neither the Company nor any of its Affiliates or agents shall take any action that would cause Regulation M under the Exchange Act (“Regulation M”) to be applicable to any purchases of Shares, or any security for which the Shares are a reference security (as defined in Regulation M), by Company or any of its affiliated purchasers (as defined in Regulation M) on any Trading Day during the Hedge Unwind Period.
If a Disrupted Day occurs in the Hedge Unwind Period, and each of the eight immediately following Scheduled Trading Days is a Disrupted Day, then the Calculation Agent may determine such eighth Scheduled Trading Day to be an Exchange Business Day that is not a Disrupted Day and determine the Daily VWAP Price for such eighth Scheduled Trading Day using its good faith estimate of the value of the Shares on such eighth Scheduled Trading Day.
A “Hedge Unwind Date” means the Start Date and each Scheduled Trading Day in the Hedge Unwind Period; provided, however, that if any such date is a Disrupted Day in whole, such date shall not constitute a Hedge Unwind Date, and an additional Hedge Unwind Date shall occur on the Scheduled Trading Day after the date that would otherwise be the final Hedge Unwind Date.
Company acknowledges and agrees that Dealer may, during the Hedge Unwind Period, purchase Shares in connection with this Agreement.
If the Lender is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from, or reduction in, deduction or withholding of any United States federal income taxes as required by Section 2.15.
More Definitions of Hedge Unwind Period
Hedge Unwind Period means the Scheduled Trading Day occurring on [●]; provided that, notwithstanding anything to the contrary in this Termination Agreement, Dealer may postpone such Scheduled Trading Day or extend the Hedge Unwind Period by one or more Scheduled Trading Days if Dealer determines, in its reasonable discretion, that such postponement or extension is reasonably necessary or appropriate to preserve Dealer’s hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer (or any of its affiliates) to effect transactions of Shares in connection with its hedge unwind activity hereunder in a manner that would, if Dealer (or such affiliate) were Counterparty or an affiliated purchaser of Counterparty, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer.
Hedge Unwind Period means the Scheduled Trading Day occurring on [●]; provided that, notwithstanding anything to the contrary in this Termination Agreement, Dealer may postpone such Scheduled Trading Day or extend the Hedge Unwind Period by one or more Scheduled Trading Days if Dealer determines, in its reasonable discretion, that such postponement or extension is reasonably necessary or appropriate to preserve Dealer's hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer (or any of its affiliates) to effect transactions .of Shares in connection with its hedge unwind activity hereunder in a manner that would, if Dealer (or such affiliate) were Counterparty or an affiliated purchaser of Counterparty; be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer.
Hedge Unwind Period means the period of two (2) consecutive Trading Days beginning on, and including, April 12, 2022. “Trading Day” means a day on which (i) there is no Market Disruption Event and (ii) trading in the Shares generally occurs on The New York Stock Exchange. “Market Disruption Event” means (i) a failure by The New York Stock Exchange to open for trading during its regular trading session or (ii) a Trading Halt. “Trading Halt” means the occurrence or existence prior to 1:00 p.m. (New York City time) on any scheduled trading day for the Shares for more than one 45 minute period in the aggregate during regular trading hours of any suspension of trading (by reason of movements in price exceeding limits permitted by The New York Stock Exchange or otherwise) in the Shares.
Hedge Unwind Period means the period of 19 consecutive Exchange Business Days or, if so determined by Dealer in its sole discretion, such lesser number of consecutive Exchange Business Days as required by Dealer to unwind such portion of its hedge of the Warrants underlying the Warrants Transaction being terminated hereunder, in each case beginning on, and including, the Hedge Period Start Date. “Hedge Period Start Date” means November 7, 2023. Prior to 8:00 p.m., New York City Time, on the last day of the Hedge Unwind Period, Dealer shall deliver written notice to Citibank, N.A. at xxxx.xxxxxxxx@xxxx.xxx, xxxxx.xxxxxxx@xxxx.xxx, xxxxxx.xxxxxxx@xxxx.xxx, xx.xx.xxx.xxxxxxxxxxxxx@xxxx.xxx, xxx.xx@xxxx.xxx and xxxxxx.xxxxxxxx@xxxx.xxx that the Hedge Unwind Period with respect to Xxxxxx has concluded hereunder on such day.
Hedge Unwind Period means the period of six consecutive Exchange Business Days or, if so determined by Dealer in its sole discretion, such lesser number of consecutive Exchange Business Days as required by Dealer to unwind such portion of its hedge of the Warrants underlying the Warrants Transaction being terminated hereunder, in each case beginning on, and including, the Hedge Period Start Date. “Hedge Period Start Date” means the Exchange Business Day of the first open of the regular trading session on the Exchange following the Dealer’s acknowledgement of receipt of written notice from Citibank, N.A. or its affiliate that the “Hedge Unwind Period” under, and as defined in, the Warrant Termination Agreement by and between Company and Citibank, N.A., dated as of November 7, 2023 has concluded.
Hedge Unwind Period means the period of 12 consecutive Exchange Business Days or, if so determined by Dealer in its sole discretion, such lesser number of consecutive Exchange Business Days as required by Dealer to unwind such portion of its hedge of the Warrants underlying the Warrants Transaction being terminated hereunder, in each case beginning on, and including, the Hedge Period Start Date. “Hedge Period Start Date” means the Exchange Business Day of the first open of the regular trading session on the Exchange following the Dealer’s acknowledgement of receipt of written notice from Bank of America, N.A. or its affiliate that the “Hedge Unwind Period” under, and as defined in, the Warrant Termination Agreement by and between Company and Bank of America, N.A., dated as of November 7, 2023 has concluded. Prior to 8:00 p.m., New York City Time, on the last day of the Hedge Unwind Period, Dealer shall deliver written notice to BNP Paribas at xxxxxx.x.xxxxxxxx@xx.xxxxxxxxxx.xxx, xxxxxxx.xxxxxxxx@xx.xxxxxxxxxx.xxx, xxxxxxx.xxxxx@xx.xxxxxxxxxx.xxx, xxxx.xxxxxx@xx.xxxxxxxxxx.xxx and xx.xxx.xxx@xx.xxxxxxxxxx.xxx that the Hedge Unwind Period with respect to Xxxxxx has concluded hereunder on such day.
Hedge Unwind Period means the period of consecutive Scheduled Trading Days from, but excluding, [Insert Pricing Date] through, and including, the final Hedge Unwind Date.]