HSR Amount definition

HSR Amount means, with respect to any conversion of Series C Preferred Stock hereunder held by a particular Holder, the sum of (a) the product of $2.73 and the aggregate number of shares of Common Stock purchased by the Holder at the Closing, plus (b) the product of $2.73 and the number of shares of Common Stock being issued to upon any such conversion of Series C Preferred Stock hereunder held by such Holder plus (c) the product of $2.73 and the number of shares of Common Stock issued upon any prior conversion of Series C Preferred Stock hereunder held by such Holder.
Sample 1
HSR Amount means the number of shares of Voting Stock that may be obtained by an Acquiring Person (as defined by the HSR Act, including the ultimate parent entity and all entities included within it) prior to the HSR Date, without incurring a notification obligation under the HSR Act, taking into account any exemptions to which the Acquiring Person is entitled.
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HSR Amount means the number of voting securities of the Company that may be obtained by an Acquiring Person (as defined by the HSR Act, including the ultimate parent entity and all
Sample 1

Examples of HSR Amount in a sentence

  • Notwithstanding anything to the contrary contained herein, until the HSR Date, no portion of shares of Convertible Preferred Stock held by an HSR Holder in excess of the HSR Amount shall have the right to vote for the election of the Company’s directors pursuant to the terms and conditions of this Certificate of Designations.Section 10.

  • Sellers shall be responsible to Buyer for 50% of the amount, if any, by which the HSR Amount exceeds $50 million.

  • Sellers shall pay to Buyer their share of the HSR Amount within 5 business days of (i) the date on which Sellers accept (or fail to timely disagree with as provided above) Buyer’s statement or (ii) if Sellers’ timely object to Buyer’s statement, the date on which the arbitrator determines the HSR Amount, together with interest on such amount from (and including) the Closing Date to (and excluding) the date of payment at the Prime Rate plus 1%.

  • Buyer shall give Notice to Sellers of Buyer’s preliminary estimate (if available) of the HSR Amount, in reasonable detail, not less than 5 days prior to Closing.

  • The shares of Common Stock issuable upon conversion of the Series C Preferred Stock pursuant to Section III(b), Section III(c) and Section III(d) shall be allocated among the Holders on a pro rata basis of the aggregate dollar amount invested by the Holders on the Closing Date; provided that such allocation shall be subject to any adjustment required to be made so as to not cause, in the event that HSR Approvals have not been obtained, any Holder’s HSR Amount to exceed the HSR Threshold.

  • Buyer agrees, at no cost to Sellers, to give Sellers and their authorized representatives reasonable access to such employees and offices and such books and records of Buyer and its Affiliates as are reasonably necessary to allow Sellers and their authorized representatives to confirm the HSR Amount.

  • If Sellers have delivered a timely Notice, then Sellers and Buyer shall use their good faith efforts to reach written agreement on the HSR Amount.

  • Notwithstanding anything to the contrary contained herein, until the HSR Date, no portion of shares of Convertible Preferred Stock held by an HSR Holder in excess of the HSR Amount shall have the right to vote for the election of the Company’s directors pursuant to the terms and conditions of this Certificate of Designations.

  • Notwithstanding anything to the contrary contained herein, until the HSR Date the Company shall not effect the conversion of any portion of Series A Preferred Shares held by an HSR Holder in excess of the HSR Amount, and no HSR Holder shall have the right to convert any portion of its Series A Preferred Shares in excess of the HSR Amount pursuant to the terms and conditions of these Articles of Amendment and any such conversion shall be null and void and treated as if never made.

  • The arbitrator’s determination shall in no event be more favorable to Buyer than the HSR Amount reflected on the Buyer’s statement or more favorable to Sellers than the HSR Amount shown in Sellers Notice of disagreement.


More Definitions of HSR Amount

HSR Amount is defined in Section 7.2(b).
Sample 1
HSR Amount means the number of voting securities of the Company that may be obtained by an Acquiring Person (as defined by the HSR Act, including the ultimate parent entity and all entities included within it, and taking into account any applicable exemptions) prior to the HSR Date, without incurring a notification obligation under the HSR Act, with the number and class(es) of voting securities constituting the HSR Amount to be determined by the HSR Holder in consultation with its legal counsel, (C) “HSR Date” means the date on which all applicable approvals, clearances or waiting periods under the HSR Act (if any) shall have been obtained, expired or been terminated and (C) “HSR Holder” means a shareholder that is an Acquiring Person (as defined under the HSR Act) whose ability to acquire voting securities of the Company in excess of the HSR Amount is restricted by the HSR Act prior to the HSR Date.
Sample 1

Related to HSR Amount

  • Trigger Amount with respect to Extraordinary Trust Expenses for the Trust is $25,000 and the Maximum Reimbursable Amount is $100,000. The Trustee Fee will be paid by the Expense Administrator. Expenses will be reimbursed by the Expense Administrator in accordance with the Expense Administration Agreement.

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • Principal Payment Amount For any Distribution Date, an amount equal to the related Principal Remittance Amount for such date minus the related Overcollateralization Release Amount, if any, for such date.

  • Repayment Amount means the amount to be paid by the Recipient to the OPWC on each payment date of each year during the Term pursuant to the terms and conditions of the Note.

  • Closing Payment Amount shall have the meaning set forth in Section 3.1(a).

  • Like Amount means (a) with respect to a redemption of any Trust Securities, Trust Securities having a Liquidation Amount equal to the principal amount of Notes to be contemporaneously redeemed or paid at maturity in accordance with the Indenture, the proceeds of which will be used to pay the Redemption Price of such Trust Securities, (b) with respect to a distribution of Notes to Holders of Trust Securities in connection with a dissolution of the Trust, Notes having a principal amount equal to the Liquidation Amount of the Trust Securities of the Holder to whom such Notes are distributed and (c) with respect to any distribution of Additional Interest Amounts to Holders of Trust Securities, Notes having a principal amount equal to the Liquidation Amount of the Trust Securities in respect of which such distribution is made.

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.

  • Rollover Amount has the meaning set forth in Section 7.16(b).

  • Daily Maximum Cash Amount means, with respect to the conversion of any Note, the quotient obtained by dividing (A) the Specified Dollar Amount applicable to such conversion by (B) forty (40).

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

  • Cash Settlement Amount means, in respect of every Board Lot, an amount calculated by the Issuer in accordance with the following formula (and, if appropriate, either (I) converted (if applicable) into the Settlement Currency at the Exchange Rate or, as the case may be, (II) converted into the Interim Currency at the First Exchange Rate and then (if applicable) converted into Settlement Currency at the Second Exchange Rate):

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Transfer Amount means, as of any Transfer Date, any of the Issuer Expenses Transfer Amount, the Taxation Expenses Transfer Amount, the Servicer Fee Transfer Amount, the Reserve LC Expenses Transfer Amount, any Debt Service Reserve Account Transfer Amount, any Series Senior Interest Transfer Amount for any Series of Securities, any Series Senior Scheduled Principal Transfer Amount for any Series of Securities, any Series Senior Excess Scheduled Principal Transfer Amount for any Series of Securities, any Series Senior Accelerated Principal Transfer Amount for any Series of Securities, any Series Senior Excess Accelerated Principal Transfer amount for any Series of Securities, any Series Subordinated Interest Transfer Amount for any Series of Securities, any Series Subordinated Scheduled Principal Transfer Amount for any Series of Securities, and/or any Series Subordinated Accelerated Principal Transfer Amount for any Series of Securities, each as of such Transfer Date.

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

  • Minimum Transfer Amount means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Make-Whole Amount means, with respect to any Note, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Note over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • L/C Amount means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Maximum Commitment Amount means Five Million Dollars ($5,000,000.00).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.