Permitted Equity Derivative definition

Permitted Equity Derivative means any forward purchase, call option, warrant or other derivative transactions in respect of the Common Stock purchased by the Company; provided that (i) the terms, conditions and covenants of each such transaction shall be customary for transactions of such type (provided that a certificate of the Company as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the entry into such transaction, together with a reasonably detailed description of the material terms, conditions and covenants of such transaction or drafts of documentation relating thereto, stating that the Company has determined in good faith that such terms, conditions and covenants satisfy the foregoing requirement, shall be conclusive unless the Trustee (at the direction of the Administrative Determination Holder(s)) notifies the Company within such five Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees), (ii) such transaction may, at the option of the Company, be settled in Qualified Stock of the Company, (iii) such transaction is entered into substantially simultaneously and in connection with the issuance of any Permitted Refinancing of the Existing Convertible Notes, and (iv) the purchase price for such Permitted Equity Derivative (a) does not exceed the net cash proceeds received by the Company from the issuance of any Permitted Refinancing of the Existing Convertible Notes and (b) is financed with the proceeds of such Permitted Refinancing, as applicable.
Permitted Equity Derivative means any forward purchase, accelerated share repurchase, call option, warrant or other derivative transactions in respect of Borrower’s Common Stock; provided, that (w) the terms, conditions and covenants of each such transaction shall be customary for transactions of such type, as determined by Borrower in good faith, (x) such transaction may, at the option of Borrower, be settled in Common Stock of Borrower, (y) such transaction is entered into contemporaneously and otherwise in connection with the issuance of Permitted Convertible Indebtedness or the Restricted Junior Payments in respect of such transaction are otherwise permitted pursuant to Section 6.5(f), and (z) such transaction shall be classified in Borrower’s stockholders’ equity under FASB ASC 815-40 or any successor provision.
Permitted Equity Derivative means any forward purchase, accelerated share purchase, call option, warrant transaction or other equity derivative transactions relating to the equity interests of Opthea (or any direct or indirect public parent thereof) provided that the entry into such Permitted Equity Derivative is permitted pursuant to Section ‎7.3.3 and such Permitted Equity Derivative qualifies for equity accounting treatment under GAAP as if GAAP were applicable.

Examples of Permitted Equity Derivative in a sentence

  • No Credit Party shall, nor shall it permit any of its Subsidiaries to, issue or sell any Disqualified Equity Interests other than pursuant to any Permitted Equity Derivative Transaction.

  • Notwithstanding anything to the contrary set forth herein, (a) in no event shall payment or any other debt obligations as classified under GAAP of the Borrower pursuant to the ACS Agreement, as in effect on February 19, 2013, constitute Indebtedness of the Borrower under this Agreement and (b) in no event shall any Permitted Equity Derivative Instruments or obligations thereunder constitute Indebtedness under this Agreement.

  • Enter into any Swap Agreement, except (a) Specified Swap Agreements which are entered into by a Group Member (i) to hedge or mitigate risks to which such Group Member has actual exposure, (ii) to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of such Group Member, or (b) Permitted Equity Derivative Transactions.

  • While humour is often touted as universally adaptive, Martin et al.

  • Notwithstanding the foregoing, no Permitted Equity Derivative Transaction shall constitute Indebtedness.


More Definitions of Permitted Equity Derivative

Permitted Equity Derivative means any call or capped option (or substantively equivalent equity derivative transaction) or call spread transaction relating to the Equity Interests of Borrower or any other Credit Party purchased by Borrower or such Credit Party in connection with the issuance of Permitted Convertible Indebtedness and any Refinancing Convertible Debt relating thereto by Borrower or such other Credit Party, provided, that the purchase price for such call or capped option does not exceed the net cash proceeds received by Borrower or such other Credit Party from the issuance of such Permitted Convertible Indebtedness or Refinancing Convertible Debt.
Permitted Equity Derivative means any call or capped option (or substantively equivalent equity derivative transaction) or call spread transaction relating to the Equity Interests of Parent or any other Credit Party purchased by Parent or such Credit Party in connection with the issuance of Permitted Convertible Indebtedness and any Refinancing Convertible Debt relating thereto by Parent or such other Credit Party, provided, that the purchase price for such call or capped option does not exceed the net cash proceeds received by Parent or such other Credit Party from the issuance of such Permitted Convertible Indebtedness or Refinancing Convertible Debt.
Permitted Equity Derivative means any forward purchase, accelerated share repurchase, call option, warrant or other derivative transactions in respect of the Borrower’s Equity Interests; provided, that such transaction may, at the option of the Borrower, be settled in Equity Interests of the Borrower and any Restricted Payments made in connection with such transaction is permitted pursuant to Section 9.6.
Permitted Equity Derivative means any forward purchase, call option, warrant or other derivative transactions in respect of the Borrower’s common stock; provided that (i) the terms, conditions and covenants of each such transaction shall be customary for transactions of such type, as determined in good faith by the Borrower, (ii) such transaction may, at the option of the Borrower, be settled in Qualified Equity Interests of the Borrower, (iii) such transaction is entered into substantially simultaneously and in connection with the issuance of Permitted Convertible Indebtedness or any Permitted Refinancing of the 2024 Notes, and (iv) the purchase price for such Permitted Equity Derivative (a) does not exceed the net cash proceeds received by the Borrower from the issuance of Permitted Convertible Indebtedness or any Permitted Refinancing of the 2024 Notes and (b) is financed with the proceeds of such issuance or Permitted Refinancing, as applicable.
Permitted Equity Derivative means any forward purchase, call option, warrant or other derivative transactions in respect of the Common Stock; provided that (i) the terms, conditions and covenants of each such transaction shall be customary for transactions of such type, as determined in good faith by the Company, (ii) such transaction may, at the option of the Company, be settled in Qualified Stock of the Company, (iii) such transaction is entered into substantially simultaneously and in connection with the issuance of any Permitted Refinancing of the Existing Convertible Notes, and (iv) the purchase price for such Permitted Equity Derivative (a) does not exceed the net cash proceeds received by the Company from the issuance of any Permitted Refinancing of the Existing Convertible Notes and (b) is financed with the proceeds of such Permitted Refinancing, as applicable.
Permitted Equity Derivative means (a) any agreement or arrangement pursuant to which the Borrower acquires a bond hedge, call option, capped call option, forward, accelerated share repurchase or any similar derivative arrangement requiring the counterparty thereto to deliver to the Borrower Qualified Capital Stock of the Borrower, (b) any agreement or arrangement entered into concurrently with a transaction described in clause (a) pursuant to which, among other things, the Borrower issues to the counterparty thereto warrants to acquire Qualified Capital Stock of the Borrower, cash in lieu of delivering such Qualified Capital Stock or cash representing the termination value of such option, or a combination thereof upon settlement, exercise or early termination thereof, and (c) any share lending agreement or stock borrower facility with respect to the Borrower’s Qualified Capital Stock on customary terms for any such agreement in connection with an issuance of Convertible Note Indebtedness for an amount of Qualified Capital Stock of the Borrower no greater than the number of Qualified Capital Stock into which the related Permitted Note Indebtedness may convert; provided that, in all cases under clauses (a), (b) or (c), (x) such transaction is entered into by the Borrower at the time of any issuance (including in each case, without limitation, in connection with the exercise of any overallotment or initial purchaser’s (or initial purchasers’) or underwriter’s (or underwriters’) option to purchase additional securities) and (y) the aggregate cash consideration paid to purchase (net of any cash consideration received) any Permitted Equity Derivatives shall not exceed 15% of the gross cash proceeds of the related Permitted Note Indebtedness.
Permitted Equity Derivative means any call or capped option (or substantively equivalent equity derivative transaction) or call spread transaction relating to the Equity Interests of Borrower or any other Credit Party purchased by Borrower or such Credit Party in connection with the issuance of Permitted Convertible Indebtedness (including new Refinancing Convertible Debt exchanged therefor in accordance with Section 2.2(c)(iii)(y)) by Borrower or such other Credit Party, provided, that the purchase price for such call or capped option does not exceed the net cash proceeds received by Borrower or such other Credit Party from the issuance of such Permitted Convertible Indebtedness (including such Refinancing Convertible Debt).