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. 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.
Sample 1
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.
Sample 1

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.

  • Except as provided herein, Counterparty has not made or arranged for, and will not make or arrange for, any payment to any person in connection with any sales of Shares that JPMorgan (or an affiliate of JPMorgan) may effect in establishing any of JPMorgan’s Initial Hedge Positions.

  • Counterparty has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Shares in anticipation of or in connection with any sales of Shares that JPMorgan (or an affiliate of JPMorgan) may effect in establishing any of JPMorgan’s Initial Hedge Positions.

  • 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.

  • 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.

  • Party A’s Initial Hedge for the Transactions shall be established by selling Shares in transactions conforming to the manner-of-sale conditions described in Rule 144 (f) and (g) under the Securities Act of 1933, as amended, using principles of best execution.

  • 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.

  • 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.

  • This effect will, however, occur only if other conditions such as the institutional conti­ nuity of the CDM are met and a perspective for the CDM beyond 2020 remains open.


More Definitions of Initial Hedge

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.
Sample 1

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 means a Hedging Agreement made by a Loan Party or its Subsidiary in the ordinary course of its business in accordance with the reasonable requirements of its business, and not for speculative purposes, and in any such case, if the counterparty to such Permitted Hedging Agreement is not a Lender or an Affiliate of a Lender, such Permitted Hedging Agreement shall be unsecured (except for Permitted Liens of the type described in clause (xii) of the definition thereof).

  • Forward Hedge Selling Period means, subject to Section 2(c) hereof, the period of one to 20 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 Securities 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 9 or Section 13 hereof and as set forth in Sections 2(b) and 4 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.

  • NIMS Agreement Any agreement pursuant to which the NIM Securities are issued. NIMS Insurer: One or more insurers issuing financial guaranty insurance policies in connection with the issuance of NIM Securities.

  • Issuer-ICSDs Agreement means the agreement entered into between the Issuer and each of the ICSDs;

  • Lender-Provided Interest Rate Hedge means an Interest Rate Hedge which is provided by any Lender and with respect to which such Xxxxxx confirms to Agent in writing prior to the execution thereof that it: (a) is documented in a standard International Swap Dealers Association, Inc. Master Agreement or another reasonable and customary manner; (b) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner; and (c) is entered into for hedging (rather than speculative) purposes. The liabilities owing to the provider of any Lender-Provided Interest Rate Hedge (the “Interest Rate Hedge Liabilities”) by any Borrower, Guarantor, or any of their respective Subsidiaries that is party to such Lender-Provided Interest Rate Hedge shall, for purposes of this Agreement and all Other Documents be “Obligations” of such Person and of each other Borrower and Guarantor, be guaranteed obligations under any Guaranty and secured obligations under any Guarantor Security Agreement, as applicable, and otherwise treated as Obligations for purposes of the Other Documents, except to the extent constituting Excluded Hedge Liabilities of such Person. The Liens securing the Interest Rate Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Other Documents, subject to the express provisions of Section 11.5.

  • Distribution Agreements means (i) any and all agreements entered into by a Credit Party, pursuant to which such Credit Party has sold, leased, licensed or assigned distribution rights or other exploitation rights to any Item of Product to an un-Affiliated Person, and (ii) any and all agreements hereafter entered into by a Credit Party pursuant to which such Credit Party sells, leases, licenses or assigns distribution rights or other exploitation rights to an Item of Product to an un-Affiliated Person.

  • Commodity Hedging Agreements means, in respect of a Person, any commodity purchase contract, commodity futures or forward contract, commodities option contract or other similar contract (including commodities derivative agreements or arrangements), to which such Person is a party or a beneficiary.

  • Hospital purchaser/provider agreement (HPPA agreement) means a negotiated agreement entered between the fund and the hospital for the cost of hospital treatment.

  • Specified Hedge Agreement any Hedge Agreement entered into by the Borrower or any Subsidiary Guarantor and any Qualified Counterparty.

  • Other Hedging Agreement means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency values.

  • Commodity Hedging Agreement means any agreement with respect to a commodity swap or other agreement regarding the hedging of commodity purchase and sale exposure executed in connection with hedging the commodity purchase and sale exposure of the Borrower and its Subsidiaries, and any confirming letter executed pursuant to such commodity hedging agreement, all as amended, restated or otherwise modified.

  • Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.

  • Other Hedging Agreements means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar arrangements, or arrangements designed to protect against fluctuations in currency values or commodity prices.

  • Interest Rate Hedging Agreements means, with respect to any Person, the obligations of such Person under (i) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements and (ii) other agreements or arrangements designed to protect such Person or any of its Subsidiaries against fluctuations in interest rates.

  • Forward Hedge Selling Commission means, for any Forward Contract, the product of (x) the Forward Hedge Selling Commission Rate for such Forward Contract and (y) the Volume-Weighted Hedge Price.

  • Interest Rate Hedging Agreement means any interest rate protection agreement or other interest rate hedging arrangement.

  • Secured Hedging Agreement means any Hedging Agreement between a Credit Party and a Hedging Agreement Provider, as amended, restated, amended and restated, modified, supplemented or extended from time to time.

  • Forward Hedge Shares means all Common Stock borrowed by the Forward Purchaser and offered and sold by the Forward Seller in connection with any Forward that has occurred or may occur in accordance with the terms and conditions of this Agreement. Where the context requires, the term “Forward Hedge Shares” as used herein shall include the definition of the same under the Alternative Distribution Agreements.

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Credit Enhancement Agreements means, collectively, any documents, instruments, guarantees or agreements entered into by the Company, any of its Restricted Subsidiaries, or any Receivables Entity for the purpose of providing credit support for one or more Receivables Entities or any of their respective securities, debt instruments, obligations or other Indebtedness.

  • Enhancement Agreement means any agreement, instrument or document governing the terms of any Series Enhancement or pursuant to which any Series Enhancement is issued or outstanding.

  • Swap Agreement means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

  • Investment Agreements has the meaning set forth in the Recitals.