Potential Adjustment Events definition

Potential Adjustment Events. An Extraordinary Dividend shall not constitute a Potential Adjustment Event. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring on any day following the Trade Date (other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (ii) a regular, quarterly cash dividend (x) in an amount per Share equal to or less than the Forward Price Reduction Amount corresponding to such quarter and (y) the ex-dividend date for which is no earlier than the Forward Price Reduction Date corresponding to such quarter). Method of Adjustment: Calculation Agent Adjustment
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Potential Adjustment Events means each of the following events that do not constitute an Issuer Event:
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Potential Adjustment Events. An Extraordinary Dividend shall not constitute a Potential Adjustment Event. Extraordinary Dividend: Any dividend or distribution on the Shares with an ex-dividend date occurring on any day following the Trade Date (other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (ii) a regular, quarterly cash dividend (x) in an amount per Share equal to or less than the Forward Price Reduction Amount corresponding to such quarter and (y) the ex-dividend date for which is no earlier than the Forward Price Reduction Date corresponding to such quarter). Method of Adjustment: Calculation Agent Adjustment. Acknowledgements: Non-Reliance: Applicable. Agreements and Acknowledgements Regarding Hedging Activities: Applicable. Additional Acknowledgements: Applicable. Other Applicable Provisions:
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Examples of Potential Adjustment Events in a sentence

  • Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment to the Conversion Rate (as defined in the Indenture) of the Convertible Notes.

  • The Capped Number shall be subject to adjustment only on account of (x) Potential Adjustment Events of the type specified in (1) Sections 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions so long as, in the case of this sub-clause (2), such event is within Issuer’s control and (y) Merger Events requiring corporate action of Issuer (or any surviving entity of the Issuer hereunder in connection with any such Merger Event).

  • The Maximum Number of Shares shall only be subject to adjustment on account of (x) Potential Adjustment Events of the type specified in (1) Section 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions as long as, in the case of this sub-clause (2), such event is within Issuer’s control, (y) Merger Events requiring corporate action of the Issuer and (z) Announcement Events that are not outside the Issuer’s control.

  • Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition set forth in any Dilution Adjustment Provision that would result in any adjustment to the Convertible Notes pursuant to the Indenture (other than any event or condition set forth in any Excluded Provision).

  • Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP” or “Daily Conversion Value” (each as defined in the Indenture).

  • Increased Cost of Hedging: Applicable Hedging Party: For all applicable Potential Adjustment Events and Extraordinary Events, Dealer; provided, however, that all calculations, adjustments, specifications, choices, and determinations by the Hedging Party shall be made in good faith and in a commercially reasonable manner.

  • Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of “Reference Property” or to any “Last Reported Sale Price”, “Daily VWAP” or “Daily Settlement Amount” (each as defined in the Indenture).

  • Applicable Hedging Party: For all applicable Potential Adjustment Events and Extraordinary Events, Dealer; provided that, when making any determination or calculation as “Hedging Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if the Hedging Party were the Calculation Agent.

  • Calculation Agent Adjustment; provided that Dividends shall not be Potential Adjustment Events.

  • The Capped Number shall only be subject to adjustment on account of (x) Potential Adjustment Events of the type specified in (1) Section 11.2(e)(i) through (vi) of the Equity Definitions or (2) Section 11.2(e)(vii) of the Equity Definitions as long as, in the case of this sub-clause (2), such event is within Issuer’s control and (y) Merger Events that result from corporate action of the Issuer.


More Definitions of Potential Adjustment Events

Potential Adjustment Events means each event specified as such in Product Condition 4;
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Potential Adjustment Events. An Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, a cash dividend on the Shares that differs from expected dividends as of the first Trading Day of the Forward Hedge Selling Period for such Transaction shall not be a Potential Adjustment Event under Section 11.2(e)(vii) of the Equity Definitions with respect to such Transaction. Extraordinary Dividend: For any Transaction, any dividend or distribution on the Shares with an ex-dividend date occurring on any day following the first Trading Day of the Forward Hedge Selling Period for such Transaction (other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (ii) a regular, quarterly cash dividend in an amount equal to or less than the Regular Dividend Amount for such calendar quarter for such Transaction that has an ex-dividend date no earlier than the Forward Price Reduction Date occurring in the relevant quarter for such Transaction).
Sample 1
Potential Adjustment Events. For purposes of this Confirmation, Sections 9.1(e)(iv) and (v) of the Definitions shall be deleted in their entirety. Method of Adjustment: Calculation Agent Adjustment Consequences of Merger Events: Share-for-Share: Options Exchange Adjustment. Share-for-Other: Cancellation and Payment. Share-for-Combined: Cancellation and Payment. For purposes of this Confirmation, "Cancellation and Payment" means, in respect of a Prepaid Share Option Transaction, that (a) the occurrence of a Share-for-Other or Share-for-Combined Merger Event will constitute an Additional Termination Event under the Master Agreement with the relevant Prepaid Share Option Transaction as the sole Affected Transaction, and both parties will be Affected Parties, and (b) irrespective of the payment measure elected by the parties under the Master Agreement, Loss will be deemed to apply for the purpose of determining if any payment will be made in respect of the Affected Transaction. Options Exchange: Chicago Board Options Exchange Nationalization or Insolvency: Negotiated Close-out Procedure for Exercise: Expiration Time: Valuation Time. Expiration Date: Three Currency Business Days prior to the Delivery Date (or if such date is not an Exchange Business Day, the next following Exchange Business Day). Automatic Exercise: Each Option will be deemed to be automatically exercised at the Expiration Time on the Expiration Date In-the-Money: Means, notwithstanding the provisions in the Definitions, in the case of a Call, that the Reference Price is greater than the Strike Price by at least $0.01 per Share, and in the case of a Put, that the Reference Price is less than the Strike Price by at least $0.01 per Share.
Sample 1
Potential Adjustment Events. For the avoidance of doubt, any event set forth in Section 11.2(e) of the Equity Definitions (as modified by this Master Confirmation) that occurs with respect to the Shares or to holders of the Shares shall be a Potential Adjustment Event regardless of whether such event also occurs with respect to any other class of the Issuer’s capital stock. In addition, if an event occurs that constitutes both a Potential Adjustment Event under Section 11.2(e)(ii)(C) of the Equity Definitions and a Spin-off as described below, it shall be treated hereunder as a Spin-off and not as a Potential Adjustment Event. Method of Adjustment: Calculation Agent Adjustment
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Potential Adjustment Events. An Extraordinary Dividend shall not constitute a Potential Adjustment Event. For the avoidance of doubt, a cash dividend on the Shares that differs from expected dividends as of the first Trading Day of the Forward Hedge Selling Period for such Transaction shall not be a Potential Adjustment Event under Section 11.2(e)(vii) of the Equity Definitions with respect to such Transaction. Extraordinary Dividend: For any Transaction, any dividend or distribution on the Shares with an ex-dividend date occurring on any day following the first Trading Day of the Forward Hedge Selling Period for such Transaction (other than (i) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or (ii) a regular, quarterly cash dividend in an amount equal to or less than the Regular Dividend Amount for such calendar quarter for such Transaction that has an ex-dividend date no earlier than the Forward Price Reduction Date occurring in the relevant quarter for such Transaction). Regular Dividend Amount: For each Transaction and for each calendar quarter from and including the calendar quarter in which the first Trading Day of the Forward Hedge Selling Period for such Transaction occurs to and including the calendar quarter in which the Maturity Date occurs, the amount set forth under the caption “Regular Dividend Amounts” in the Accepted Placement Notice for such Transaction and for such calendar quarter (or, if no such amount is specified, zero), as specified in Schedule I to the Supplemental Confirmation for such Transaction. For the avoidance of doubt, Counterparty may not specify a Regular Dividend Amount in an Accepted Placement Notice for a particular calendar quarter that exceeds the Forward Price Reduction Amount for the Forward Price Reduction Date that occurs in such calendar quarter (or, if none, that exceeds zero). Method of Adjustment: Calculation Agent Adjustment
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Potential Adjustment Events. As set forth in Section 11.2(e) of the Equity Definitions, other than (i) any Extraordinary Dividend and (ii) any repurchase of Shares pursuant to the Transaction or the Other ASR Transaction. In addition, the occurrence of a Disrupted Day on a day that is or otherwise would have been an Averaging Date shall be a Potential Adjustment Event.
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Related to Potential Adjustment Events

  • Potential Adjustment Event means any of the following:

  • Adjustment Events (A) the Partnership makes a distribution on all outstanding OP Units in Partnership Units, (B) the Partnership subdivides the outstanding OP Units into a greater number of units or combines the outstanding OP Units into a smaller number of units, or (C) the Partnership issues any Partnership Units in exchange for its outstanding OP Units by way of a reclassification or recapitalization of its OP Units. If more than one Adjustment Event occurs, the adjustment to the Class B Units need be made only once using a single formula that takes into account each and every Adjustment Event as if all Adjustment Events occurred simultaneously. For the avoidance of doubt, the following events shall not be Adjustment Events: (x) the issuance of Partnership Units in a financing, reorganization, acquisition or other similar business transaction, (y) the issuance of Partnership Units pursuant to any employee benefit or compensation plan or distribution reinvestment plan, or (z) the issuance of any Partnership Units in respect of a capital contribution to the Partnership, including a contribution by the General Partner of proceeds from the sale of securities by the General Partner. If the Partnership takes an action affecting the OP Units other than actions specifically described above as Adjustment Events and, in the opinion of the General Partner such action would require an adjustment to the Class B Units to maintain the one-to-one correspondence described above, the General Partner shall have the right to make such adjustment to the Class B Units, to the extent permitted by law, in such manner and at such time as the General Partner, in its sole discretion, may determine to be appropriate under the circumstances. If an adjustment is made to the Class B Units as herein provided, the Partnership shall promptly file in the books and records of the Partnership an officer’s certificate setting forth such adjustment and a brief statement of the facts requiring such adjustment, which certificate shall be conclusive evidence of the correctness of such adjustment absent manifest error. Promptly after the filing of such certificate, the Partnership shall mail a notice to each holder of Class B Units setting forth the adjustment to his, her or its Class B Units and the effective date of such adjustment.

  • Value Adjustment Event means, with respect to any Loan Asset, the occurrence of any one or more of the following events after the related Cut-Off Date:

  • Adjustment Event means each of the following events:

  • Index Adjustment Event means, in respect of the Index, an Administrator/Benchmark Event, an Index Cancellation, an Index Disruption or an Index Modification.

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument:

  • Initial Adjustment Date As to any Adjustable Rate Mortgage Loan, the first Adjustment Date following the origination of such Mortgage Loan.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Payment Event means any of the following:

  • Section 11(a)(ii) Event means any event described in Section 11(a)(ii) hereof.

  • Interest Rate Adjustment Event means the occurrence of any of the following:

  • Put Event means the occurrence of any of the following:

  • Amendment Event means that Counterparty amends, modifies, supplements, waives or obtains a waiver in respect of any term of the Indenture or the Convertible Securities governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Securities (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Securities to amend, in each case without the consent of Dealer.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • Announcement Event means the occurrence of an Announcement Date in respect of a Merger Event or Tender Offer, notwithstanding the fact that such Merger Date or Tender Offer Date may not, or may not be anticipated to, occur on or prior to the Valuation Date for the related Component. The definition of “Announcement Date” in Section 12.1(l) of the Equity Definitions shall be amended by (a) replacing the word “leads” in the third line thereof and in the fifth line thereof with the words “could lead (as determined by the Calculation Agent)” (b) deleting the word “firm” in the second and fourth lines thereof and (c) inserting the words “, and any publicly announced change or amendment to such an announcement (including the announcement of an abandonment of such intention)” at the end of clauses (i) and (ii) thereof. Consequences of Merger Events: Merger Event:

  • Triggering Events means each of the following events:

  • Payment Event of Default means an Event of Default specified in Section 7.1(a).

  • Termination Events means each of the events specified in Clause 10.3 of this Contract.

  • Replacement Event shall have the meaning specified in Section 11.16.

  • Severe Disruption Event means any event specified as such in the Final Terms.

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • Potential Change of Control shall be deemed to have occurred if:

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.