Initial Hedge definition

Initial Hedge means a Hedging Agreement, in form and substance reasonably satisfactory to the Lenders (such agreement not to be unreasonably withheld), with one or more of the Lenders or Affiliates thereof, relating to an underlying swap transaction with the following terms: (a) a notional amount of at least [***] Dollars ($[***]), (b) an effective date of [***], 2015, (c) a termination date of [***], 2025, and (d) a fixed rate which is the sum of (x) the at-the- money forward, and (y) an out-of-the money strike (which as of the Closing Date is targeted at approximately [***] percent ([***]%)) at a level that protects the loan-to-collateral value against rate increases beyond a [***]% loan-to-value. The Initial Hedge shall be (i) an automatically cash settled product that, for the avoidance of doubt, does not give the Borrower any rights, or creates any obligations, to enter into the underlying swap transaction, (ii) is payable in full by SolarCity on the trade date, (iii) without any recourse to the Borrower and (iv) unsecured and not guaranteed by the Borrower. Any replacement of an Initial Hedge pursuant to Section 5.14 shall constitute an “Initial Hedge” for purposes of this Agreement and the other Financing Documents.
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Initial Hedge means, with respect to any Monetization Arrangement, the sale of shares of Common Stock by a Hedging Counterparty to establish its net initial hedge position with respect to such Monetization Arrangement in an amount not exceeding the aggregate number of shares of Common Stock underlying such Monetization Arrangement multiplied by the initial delta (as determined by the Hedging Counterparty in a commercially reasonable manner) for such Monetization Arrangement. For the avoidance of doubt, the Initial Hedge shall not include any sales of shares of Common Stock made to dynamically adjust the Hedging Counterparty’s net initial hedge position with respect to any Monetization Arrangement.
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Initial Hedge means a Hedging Agreement, in form and substance reasonably satisfactory to the Lenders (such agreement not to be unreasonably withheld), with one or more of the Lenders or Affiliates thereof, relating to an underlying swap transaction with the following terms: (a) a notional amount of at least [***] Dollars ($[***]), (b) an effective date of [***], 2015, (c) a termination date of [***], 2025, and (d) a fixed rate which is the sum of (x) the at-the-money forward, and (y) an out-of-the money strike (which as of the Closing Date is targeted at approximately [***] percent ([***]%)) at a level that protects the loan-to-collateral value against rate increases beyond a [***]% loan-to-value. The Initial Hedge shall be (i) an automatically cash settled product that, for the avoidance of doubt, does not give the Borrower any rights, or creates any obligations, to enter into the underlying swap transaction, (ii) is payable in full by SolarCity on the trade date, (iii) without any recourse to the Borrower and (iv) unsecured and not guaranteed by the Borrower. Any replacement of an Initial Hedge pursuant to Section 5.14 shall constitute an “Initial Hedge” for purposes of this Agreement and the other Financing Documents.
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Examples of Initial Hedge in a sentence

  • The Rated Noteholders, the Initial Hedge Counterparty and each Income Noteholder is an express third-party beneficiary of this Indenture.

  • For purposes of Section 5.5(a)(2), if the Initial Hedge Counterparty shall fail to vote to direct the sale and liquidation of the Collateral within three Business Days after written notice from the Issuer or the Trustee requesting a vote pursuant to such Section 5.5(a)(2), the Initial Hedge Counterparty shall not be entitled to participate in the vote requested by such notice.

  • Nothing in this Indenture or in the Rated Notes, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Rated Noteholders, the Initial Hedge Counterparty and each Income Noteholder, any benefit or any legal or equitable right, remedy or claim under this Indenture.

  • Dealer shall provide a written notice to Counterparty promptly following the date on which Dealer has completed all purchases or sales of Shares or other transactions to hedge initially its exposure with respect to the Transaction (such date, the “Last Initial Hedge Date”), which it shall complete as soon as reasonably practicable.

  • Dealer shall provide a written notice to Counterparty promptly following the date on which Dealer has completed all purchases of Shares or other transactions to hedge initially its exposure with respect to the Transaction (such date, the “Last Initial Hedge Date”), which it shall complete as soon as reasonably practicable.

  • Counterparty agrees and acknowledges that it shall not, and shall cause its affiliates and Affiliated Purchasers not to, directly or indirectly (including by means of a derivative instrument), enter into any transaction to purchase any Shares during the period beginning on such date and ending on the Last Initial Hedge Date (as defined below).

  • If no successor trustee shall have been appointed and an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee or any Holder of a Rated Note or the Initial Hedge Counterparty on behalf of itself and all others similarly situated, subject to Section 5.15, may petition any court of competent jurisdiction for the appointment of a successor Trustee.

  • The Trustee shall give written notice of the retention of the Collateral to the Issuer with a copy to the Co-Issuer, each Holder of the Rated Notes and the Initial Hedge Counterparty.

  • Every right and remedy given by this Section 5 or by law to the Trustee, the Rated Noteholders or the Initial Hedge Counterparty may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Rated Noteholders or the Initial Hedge Counterparty, as the case may be.

  • The Issuer shall promptly notify the Trustee in writing and upon receipt of such notice the Trustee shall promptly notify the Rated Noteholders and the Initial Hedge Counterparty if at any time the rating of any Class of Rated Notes has been, or is known will be, changed or withdrawn.


More Definitions of Initial Hedge

Initial Hedge. On or prior to the date of execution of this Confirmation, BSIL (or an affiliate of BSIL) shall establish BSIL's initial delta hedge of the price and market risk under this Confirmation by short selling in an underwritten public offering (the "INITIAL SHORT"), subject to the terms and conditions in an underwriting agreement to be entered into among the Issuer, Counterparty and the underwriters named therein (the "UNDERWRITERS") relating to this Confirmation (the "UNDERWRITING AGREEMENT"), a number of Shares equal to 2,896,325 (as such number may increase up to 3,330,600 pursuant to "Option to Increase the Number of Options and the Number of Shares" below) pursuant to an effective Registration Statement provided by the Issuer. Following consummation of the Initial Short, BSIL (or an affiliate of BSIL) shall short sell in accordance with the Underwriting Agreement, the Registration Rights Agreement and such effective Registration Statement and repurchase a number of Shares equal to 413,675, which is the aggregate Number of Options (as such number may increase up to 475,900 pursuant to "Option to Increase the Number of Options and the Number of Shares" below) less the Initial Short. BSIL shall use commercially reasonable efforts to complete the short sales (the "ADDITIONAL SHORT") contemplated by the second sentence of this section as promptly as practicable, subject to the Issuer's performance of its obligations pursuant to the Registration Rights Agreement. Following the close of business on the Trade Date, BSIL shall notify Counterparty of the number of Shares sold as part of the Additional Short and shall further notify Counterparty upon completion of the: Additional Short.
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Related to Initial Hedge

  • Designated Hedge Agreement means any Hedge Agreement (other than a Commodities Hedge Agreement) to which the Borrower or any Subsidiary is a party and as to which, at the time such Hedge Agreement is entered into, a Lender or any of its Affiliates is a counterparty.

  • Specified Hedging Agreement means any Interest Rate/Currency Hedging Agreement entered into by the Borrower or any Subsidiary Guarantor and any Qualified Counterparty.

  • Permitted Hedging Agreement of any Person means any Hedging Agreement entered into with one or more financial institutions in the ordinary course of business that is designed to protect such Person against fluctuations in interest rates or currency exchange rates with respect to Indebtedness Incurred and not for purposes of speculation and which, in the case of an interest rate agreement, shall have a notional amount no greater than the principal amount at maturity due with respect to the Indebtedness being hedged thereby.

  • Forward Hedge Selling Period means, subject to Section 3(c) hereof, the period of such number of consecutive Trading Days (as determined by the Company in the Company’s sole discretion and specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) specifying that it relates to a “Forward”), beginning on the date specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) or, if such date is not a Trading Day, the next Trading Day following such date and ending on the last such Trading Day or such earlier date on which the Forward Seller shall have completed the sale of Forward Hedge Shares in connection with the applicable Forward; provided that if, prior to the scheduled end of any Forward Hedge Selling Period (x) any event occurs that would permit the Forward Purchaser to designate a “Scheduled Trading Day” as an “Early Valuation Date” (as each such term is defined in the Master Forward Confirmation) under, and pursuant to the provisions opposite the caption “Early Valuation” in Section 2 of the Master Forward Confirmation or (y) a “Bankruptcy Termination Event” (as such term is defined in the Master Forward Confirmation) occurs, then the Forward Hedge Selling Period shall, upon the Forward Seller becoming aware of such occurrence, immediately terminate as of the first such occurrence. Any Forward Hedge Selling Period then in effect shall immediately terminate upon the termination of this Agreement pursuant to Section 6 or Section 8 hereof and as set forth in Sections 3(b) and 3(v) hereof.

  • Interest Rate Hedge means an interest rate exchange, collar, cap, swap, floor, adjustable strike cap, adjustable strike corridor, cross-currency swap or similar agreements entered into by any Loan Party in order to provide protection to, or minimize the impact upon, such Loan Party of increasing floating rates of interest applicable to Indebtedness.